Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. (a) Not more than twenty (20) days after the Closing Date, Purchasers shall deliver to Sellers a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital (the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36.

Post-Closing Adjustment. (a) Not more than twenty Within 60 calendar days following the Closing, Purchaser shall prepare and deliver to Seller a statement setting forth Purchaser’s calculation of (20i) days after the Working Capital Adjustment and (ii) the Closing DateDate Net Indebtedness. The calculation of the Closing Date Working Capital shall be prepared in accordance with GAAP applied in a manner consistent with the audited Financial Statements and by otherwise applying the same methodologies and accounting policies used in and otherwise on a basis consistent with the preparation of the audited Financial Statements, Purchasers in all cases, except to the extent otherwise expressly provided in Exhibit A or in the definition of Closing Date Working Capital. The calculation of Closing Date Net Indebtedness shall deliver be prepared in accordance with the definition of “Closing Date Net Indebtedness”. The “Working Capital Adjustment“ means an amount (which amount may be positive or negative) equal to Sellers a certificate of an authorized officer setting forth Purchasers’ calculationthe Closing Date Working Capital minus the Target Working Capital. “Closing Date Working Capital“ means the net amount, as of the Closing Date(but without giving effect to any actions of Purchaser, or to actions of the Company or its Subsidiaries taken at the Closing that are contemplated by this Agreement) of the accounts of the Company and its Subsidiaries, on a consolidated basis, including the aggregate amount of the SEO Rebate Payables and the adjustment prescribed by Section 1.04(i), and excluding the Excluded Assets and related Liabilities, determined, subject to Sections 1.04(h), 1.04(i) and 1.04(j), in accordance with Exhibit A (for the avoidance of doubt, amounts included in the determination of the Closing Date Net Working Capital (Indebtedness shall be excluded from the “Proposed determination of the Closing Net Date Working Capital”). Such statement shall include separate line items, “Closing Date Net Indebtedness“ means Net Indebtedness of the Company and its Subsidiaries as of the ClosingClosing Date. For purposes of illustration, for (i) cash and cash equivalents included in Exhibit A sets forth the Purchased Assetscalculation, (ii) from the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery combined balance sheet of the Proposed Company and its Subsidiaries as at December 31, 2006, of what the Closing Net Date Working Capital would be if the Closing Date had been December 31, 2006, without regard for the SEO Rebate Payables or the adjustments prescribed by Section 1.04(i). The calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Date Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or be prepared without giving effect to any portion actions of the calculation Purchaser, or to which Sellers do not object) shall constitute any actions of the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party Company or its agents and shall be afforded Subsidiaries taken at the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination Closing that are contemplated by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36.

Post-Closing Adjustment. (ai) Not more than twenty If the DBC Net Book Value (20) days after calculated using the Closing DateDate Balance Sheet) is less than the Minimum DBC Net Book Value, then Purchasers shall deliver be entitled to Sellers a certificate of an authorized officer setting forth Purchasers’ calculation, as receive the amount by which such DBC Net Book Value was less than the amount of the Closing Date, of the Minimum DBC Net Working Capital Book Value (the “Proposed Purchaser Post-Closing Net Working CapitalBook Value Adjustment”). Such statement If the DBC Net Book Value (calculated using the Closing Date Balance Sheet) is greater than the Minimum DBC Net Book Value, then Sellers shall include separate line items, as of be entitled to receive the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) amount by which such DBC Net Book Value was greater than the amount of outstanding accounts receivable included in the Purchased Assets, and Minimum DBC Net Book Value (iii) the amount of Assumed Liabilities described in Section 2.7(a“Seller Post-Closing Net Book Value Adjustment”). (bii) If within ten the Statutory Surplus Amount is less than the Minimum Statutory Surplus Amount (10) days following delivery of calculated using the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)Date Balance Sheet), then Purchasers shall be entitled to receive the Proposed amount by which the Statutory Surplus Amount was less than the amount of the Minimum Statutory Surplus Amount (“Purchaser Post- Closing Statutory Surplus Adjustment”). If the Statutory Surplus Amount is greater than the Minimum Statutory Surplus Amount (calculated using the Closing Date Balance Sheet), then Sellers shall be entitled to receive the amount by which the Statutory Surplus Amount was greater than the amount of the Minimum Statutory Surplus Amount (“Seller Post-Closing Statutory Surplus Adjustment”). (iii) Any Post-Closing Adjustment shall be due and payable in cash within three (3) Business Days of the date on which the Closing Date Balance Sheet (together with the DBC Net Working Capital calculated Book Value and the Statutory Surplus Amount) is either accepted or otherwise finally determined pursuant to this Section 2.8 (“Post-Closing Adjustment Payment”). Any Post-Closing Adjustment attributable to NORDIC shall be adjusted by a factor of 0.75 to account for the Moda’s 75% ownership of NORDIC; provided, if Moda’s ownership of NORDIC changes prior to Closing then such adjustment factor shall be revised to reflect such ownership. (iv) If Purchasers (are owed a Post-Closing Adjustment Payment, then at Purchaser Representative’s sole election and upon Purchaser Representative sending a request to Seller Representative, Purchaser Representative and Seller Representative shall promptly deliver to Escrow Agent joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse to Purchasers the full amount or any portion of such Post-Closing Adjustment Payment from the calculation Standard Escrow Amount (with any balance to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal pursuant to clause (iii) above). (v) Notwithstanding anything to the number contrary contained herein, the amount of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final any Post-Closing Net Working Capital, then the Sellers Adjustment Payment payable hereunder shall return to Purchasers for cancellation the number of Hercules Shares (rounded not be subject to the nearest whole sharelimitations set forth in Section 7.4. Any Post-Closing Adjustment Payment made pursuant to this Section 2.8(b) equal shall be treated as an adjustment to the quotient of (A) such excessPurchase Price by the parties for Tax purposes, divided unless otherwise required by (B) 3.36Law.

Post-Closing Adjustment. (a) Not more The parties agree that no later than twenty (20) 75 days after the Closing Date(or such later date on which such statement reasonably can be prepared and delivered in light of the compliance of Purchaser and the Company with their obligations set forth in next two succeeding sentences), Purchasers the Company shall deliver to Sellers Purchaser, in the form received by the Company from Gannett (i) a certificate statement of an authorized officer setting forth Purchasers’ calculation, the actual Net Financial Assets as of the Closing Date11:59 p.m., New York City time, of the Net Working Capital day immediately preceding the Closing Date (the “"Closing Statement") certified by PriceWaterhouseCoopers L.L.P., independent accountants for Gannett, to be prepared (except as otherwise provided in Section 9 of the Disclosure Schedule to the Gannett Purchase Agreement) in conformity with GAAP and on a basis consistent with the basis used in preparing the Unaudited Financial Statements as of, and for the year ended, December 27, 1997 referred to in Section 3.5 of the Gannett Purchase Agreement and (ii) a determination (the "Proposed Closing Adjustment") of the amount by which the actual Net Working Capital”Financial Assets is less than or greater than the Estimated Net Financial Assets (the amount of such excess or shortfall is referred to herein as the "Adjustment"). Such statement Purchaser shall include separate line itemsprovide the Company and Gannett, and Gannett's independent accountants, access at all reasonable times to the relevant personnel, properties, books and records of the Business for such purposes and to assist the Company and Gannett, and Gannett's independent accountants, in preparing the Closing Statement. Purchaser's assistance shall include, without limitation, the closing of the Business's books as of the Closing, for (i) cash and cash equivalents included the preparation of schedules supporting the amounts set forth in the Purchased Assetsgeneral ledger and other books and records of the Business, and such other assistance as the Company, Gannett or Gannett's independent accountants may reasonably request. During the 25-day period following the delivery by the Company of the Closing Statement and the Proposed Adjustment referred to in the first sentence of this Section 2.3(a), Purchaser and its independent accountants will be permitted to review the working papers of Gannett and its independent accountants relating to the preparation of the Closing Statement and the Proposed Adjustment to the same extent as such working papers have been made available to the Company by Gannett pursuant to the Gannett Purchase Agreement. If, within 25 days after delivery by the Company of the Closing Statement and the Proposed Adjustment, Purchaser notifies the Company that it disagrees with the Closing Statement and the Proposed Adjustment, the Company shall attempt to resolve the disagreement with Gannett. In the event the Company, Gannett and Purchaser cannot agree with respect to the Closing Statement and the Proposed Adjustment within five days of the notice of disagreement provided by Purchaser to the Company (iia "WOKR Dispute"), then the Company shall seek an Accounting Firm Determination as defined in the Gannett Purchase Agreement. In the event that (whether expressly or by failure of Purchaser to provide notice of any disagreement within the applicable period) the Purchaser agrees to the amount of outstanding accounts receivable included in the Purchased AssetsAdjustment without submitting the matter for an Accounting Firm Determination (an "Adjustment Agreement"), and (iii) the parties shall deliver a joint certificate to the Adjustment Escrow Agent setting forth the amount of Assumed Liabilities described in the Adjustment Escrow to be paid to each of the Purchaser and the Company pursuant to this Section 2.7(a)2.3. In the event of an Accounting Firm Determination of a WOKR Dispute, the parties shall deliver a certificate to the Adjustment Escrow Agent setting forth the amount (if any) by which the Actual Net Financial Assets (as defined below) exceeds or is less than the Estimated Net Financial Assets. The amount of Net Financial Assets as of 11:59 p.m., New York City time, on the day immediately preceding the Closing Date, as definitively determined pursuant to this Section 2.3(a) is referred to herein as the "Actual Net Financial Assets." (b) If within ten At the Closing, the Company, Purchaser and such financial institution as shall have been agreed by the parties prior to the Closing Date (10together with any successor jointly appointed by the Company and the Purchaser, the "Adjustment Escrow Agent") days following delivery shall execute and deliver an escrow agreement substantially in the form set forth in Exhibit C to the Gannett Purchase Agreement, with such adjustments and revisions necessary to reflect the provisions of this Agreement (the "Adjustment Escrow Agreement'). From and after the Closing, the Adjustment Escrow Agent shall act as escrow agent, pursuant to the Adjustment Escrow Agreement, in effecting the payment of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to amounts held in the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the PartiesAdjustment Escrow as set forth herein. (c) If Sellers give Purchasers timely notice As soon as practicable after the earlier of objection, and if Sellers and Purchasers fail to resolve an Adjustment Agreement or an Accounting Firm Determination (but in any event within two Business Days after the issues outstanding with respect to Adjustment Agreement or the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers.Accounting Firm Determination): (di) If issues are submitted if the Actual Net Financial Assets is equal to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the PurchasersFinancial Assets, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of then: (A) such excessthe Adjustment Escrow Agent shall pay to the Company from the Adjustment Escrow the full amount of the Adjustment Escrow, divided by and (B) 3.36Purchaser shall pay to the Company the amount by which the Actual Net Financial Assets exceeds the Estimated Net Financial Assets; (ii) if the Actual Net Financial Assets is less than the Estimated Net Financial Assets but the amount of such shortfall does not exceed $3 million, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this when aggregated with any such shortfall under the Gannett Purchase Agreement, and if Purchasers would otherwise be required, but for this proviso, then (A) the Adjustment Escrow Agent shall pay to issue more shares, then such additional amount owed to Sellers shall be paid in cash in Purchaser from the Adjustment Escrow an amount equal to the number of shares exceeding 22,321,425 multiplied amount by $3.36. If which the Estimated Net Working Capital Financial Assets exceeded the Actual Net Financial Assets, and (B) the Adjustment Escrow Agent shall pay to the Company from the Adjustment Escrow the remaining amount of the Adjustment Escrow (after giving effect to clause (A) above); and (iii) if the Actual Net Financial Assets is greater less than the Final Closing Estimated Net Working CapitalFinancial Assets and the amount of such shortfall exceeds $3 million, then when aggregated with any such shortfall under the Sellers Gannett Purchase Agreement, then (A) the Adjustment Escrow Agent shall return pay to Purchasers for cancellation Purchaser from the number Adjustment Escrow the full amount of Hercules Shares the Adjustment Escrow, and (rounded B) the Security Escrow Agent shall pay to the nearest whole share) Purchaser from the Security Escrow an amount equal to the quotient amount by which (x) the Estimated Net Financial Assets exceeds (y) the Actual Net Financial Assets plus $1,209,600. Each of Purchaser and the Company shall timely give all necessary instructions to the Adjustment Escrow Agent and the Security Agent so that the Adjustment Escrow and (Aif applicable) such excess, divided by (B) 3.36.the Security Escrow are paid and distributed in accordance with this

Post-Closing Adjustment. (a) Not more than twenty (20) days after the Closing Date, Purchasers shall deliver to Sellers a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital (the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then as finally determined under Section 2.08(b), is more than the Sellers shall return Estimated Closing Net Working Capital, Parent shall, within three (3) business days following the Closing Net Working Capital becoming final and binding pursuant to Purchasers for cancellation Section 2.08(b), and based upon such final determination, pay the number excess by wire transfer of Hercules Shares (rounded immediately available funds to the nearest whole share) equal SFC Equityholders to the quotient accounts and in proportion to their respective Percentage Interests set forth on Section 2.06(c) of the Company Disclosure Schedule. If the Closing Net Working Capital, as finally determined under Section 2.08(b), is less than the Estimated Closing Net Working Capital, within three (A3) business days following the Closing Net Working Capital becoming final and binding pursuant to Section 2.08(b), and based upon such excessfinal determination, divided Parent and the Escrow Agent shall debit the Escrow Account by such deficiency, on a dollar for dollar basis. (Bii) 3.36In addition, any outstanding principal balance on all receivables of the Company as the Effective Time (the “Acquired Receivables”), net of any reserves for doubtful or uncollectible accounts, that are included in the Estimated Closing Net Working Capital that are not in fact collected as of the date that the Closing Net Working Capital and have not previously been deducted in calculating the Closing Net Working Capital, as finally determined under Section 2.08(b), shall be deducted from the Closing Net Working Capital (any such Acquired Receivables, a “Deducted Receivable”). The Surviving Corporation shall use commercially reasonable efforts to collect all the Acquired Receivables. When payments are received on account of any obligor under any such Acquired Receivable, the Surviving Corporation shall apply such payments first, to any invoice(s) referenced in connection with such payments, second, to the oldest invoice where the amount of the payment matches the amount set forth on the invoice, and third to the oldest unpaid invoices. To the extent that Surviving Corporation receives any payment in respect of a Deducted Receivable, Surviving Corporation shall promptly remit such payments by wire transfer of immediately available funds to the SFC Equityholders to the accounts and in proportion their respective Percentage Interests set forth on Section 2.06(c) of the Company Disclosure Schedule.

Post-Closing Adjustment. No later than five days after a binding determination of Final Working Capital and Final Closing Cash has been made in accordance with Section 2.5: (a) Not more than twenty (20) days after The parties shall make the Closing Date, Purchasers shall deliver applicable payment specified below with respect to Sellers a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital (the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, as of the Closing, for : (i) cash and cash equivalents included If Final Working Capital is greater than Estimated Working Capital, the Parent shall make a payment equal to such excess in immediately available funds to such account or accounts as is designated in writing by the Purchased Assets, Holder Representative. (ii) If Estimated Working Capital is greater than Final Working Capital, each Holder shall make a payment in an amount equal to (x) such excess multiplied by (y) such Holder’s Sharing Ratio, in immediately available funds to such account or accounts as is designated in writing by the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a)Parent. (b) The parties shall make the applicable payment specified below with respect to Closing Cash: (i) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” Cash is greater than Estimated Closing Cash, the Parent shall be binding and conclusive on make a payment equal to such excess in immediately available funds to such account or accounts as is designated in writing by the PartiesHolder Representative. (ii) If Estimated Closing Cash is greater than Final Closing Cash, each Holder shall make a payment in an amount equal to (x) such excess multiplied by (y) such Holder’s Sharing Ratio, in immediately available funds to such account or accounts as is designated in writing by the Parent. (c) If Sellers give Purchasers timely notice of objectionIn satisfying the payments as described above in paragraphs (a) and (b) above, all amounts due and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts owing shall be such other recognized national or regional independent accounting firm mutually acceptable netted so that only one aggregate payment is made pursuant to Purchasers and Sellers. (d) If issues are submitted this Section 2.4, which is referred to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues herein as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs .” If Final Working Capital equals Estimated Working Capital and fees related to such determination by the Independent AccountantsFinal Closing Cash equals Estimated Closing Cash, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, no Final Adjustment Amount will be shared equally by Purchasers and Sellerspaid. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36.

Post-Closing Adjustment. (a) Not more than twenty (20) days after Effective upon the Closing Date, Purchasers shall deliver to Sellers a certificate of an authorized officer setting forth Purchasers’ calculation, as determination of the Post-Closing DateStatement pursuant to Section 1.03(b) above, of the Net Working Capital Estimated Purchase Price will be adjusted as follows and netted against each other as appropriate (as adjusted, the “Proposed Closing Net Working CapitalFinal Purchase Price”). Such statement shall include separate line items, as of the Closing, for ): (i) cash and cash equivalents included in the Purchased Assetsupwards dollar-for-dollar, if (iiA) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated upper limit of the Target Net Working Capital then within five (5) Business Days of such Range, by the amount by which Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the upper limit of Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to the Estimated Purchase Price shall be made pursuant to this Section 1.03(d)(i)(A); (B) the Final Closing Net Working CapitalDate Indebtedness is less than the Estimated Closing Date Indebtedness, then by the Sellers shall return to Purchasers for cancellation amount of such shortfall; (C) the number Final Company Closing Costs is less than the Estimated Company Closing Costs, by the amount of Hercules Shares such shortfall; and (rounded to D) the nearest whole shareFinal Closing Date Cash and Cash Equivalents exceeds the Estimated Closing Date Cash and Cash Equivalents, by the amount of such excess. (ii) equal to the quotient of downwards dollar-for-dollar, if (A) such excessthe Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range, divided by the amount by which Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to the Estimated Purchase Price shall be made pursuant to this Section 1.03(c)(ii)(A); (B) 3.36the Final Closing Date Indebtedness exceeds the Estimated Closing Date Indebtedness, by the amount of such excess; (C) the Final Company Closing Costs exceeds the Estimated Company Closing Costs, by the amount of such excess; and (D) the Final Closing Date Cash and Cash Equivalents is less than the Estimated Closing Date Cash and Cash Equivalents, by the amount of such shortfall.

Post-Closing Adjustment. (a) Not more than twenty Within ninety (2090) calendar days after the Closing Date, Purchasers Buyer shall prepare and deliver to Sellers Seller a certificate consolidated balance sheet of an authorized officer setting forth Purchasers’ calculationthe Target Companies as of 11:59 p.m. on the day immediately preceding the Closing Date, prepared in accordance with GAAP and on a basis consistent with the GAAP conventions used for the preparation of the Audited Financial Statements; provided that such balance sheet shall reflect the Transaction Costs accrued as of the Closing Date, and shall include each of the Net items set forth in the definition of Closing Working Capital (whether or not otherwise required to be included on a balance sheet prepared in accordance with GAAP), but otherwise shall be calculated without giving effect to the consummation of the Contemplated Transactions and shall exclude any Indebtedness incurred under financing or refinancing arrangements entered into at any time by any of the Buyer Parties or any other transaction entered into by any of the Buyer Parties in connection with the Contemplated Transactions (including with respect to any of the Target Companies) (such balance sheet, the “Proposed Final Balance Sheet”). The Proposed Final Balance Sheet shall also include schedules setting forth the calculation of (i) Closing Working Capital as of 11:59 p.m. on the day immediately preceding the Closing Date as reflected in the Proposed Final Balance Sheet (the “Proposed Final Closing Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) Cash of the amount Target Companies as of outstanding accounts receivable included 11:59 p.m. on the day immediately preceding the Closing Date as reflected in the Purchased Assets, Proposed Final Balance Sheet (the “Proposed Final Closing Cash”) and (iii) the amount Balance Sheet Indebtedness of Assumed Liabilities described the Target Companies as of 11:59 p.m. on the day immediately preceding the Closing Date as reflected in Section 2.7(athe Proposed Final Balance Sheet (the “Proposed Final Balance Sheet Indebtedness”). The Proposed Final Closing Balance Sheet, together with such schedules, is referred to herein as the “Proposed Final Closing Statement”. (b) If within ten Seller will have forty-five (1045) calendar days following delivery of the Proposed Final Closing Net Working Capital calculation Sellers have not given Purchasers written notice Statement during which to notify Buyer in writing (the “Notice of their objection Objection”) of any objections to the preparation of the Proposed Final Balance Sheet or the calculation of the Proposed Final Closing Net Working Capital calculation (which notice shall state Capital, Proposed Final Closing Cash, and Proposed Final Balance Sheet Indebtedness, in each case, setting forth the basis of Sellers’ objection(s))its objections in such detail as will permit Buyer to understand such objections, then and the U.S. dollar amount of each objection. In reviewing the Proposed Final Closing Net Working Capital calculated by Purchasers Statement, Seller (or any portion i) shall be entitled to reasonable access during normal business hours to all material personnel, accountants, books, records, contracts and documents of the calculation Target Companies that are required by Seller to which Sellers do not objectconfirm the accuracy of the Proposed Final Closing Statement, and (ii) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to by the Independent Accountants Target Companies such work papers information and other documents and information relating to the disputed issues as the Independent Accountants data that Seller may reasonably request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36.readily

Post-Closing Adjustment. (a) Not more than twenty (20) days after If the Closing Date, Purchasers shall deliver to Sellers a certificate sum of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital (the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included the difference between the Closing Adjusted Statutory Capital set forth in the Purchased AssetsFinal Statement minus the amount of Estimated Adjusted Regulatory Capital, plus (ii) the difference between the Closing Insolvency Protection Reserve Capital set forth in the Final Statement minus the amount of outstanding accounts receivable included in the Purchased AssetsEstimated Insolvency Regulatory Reserve Requirement, and plus (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of difference between the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice set forth in the Final Statement minus the amount of their objection to Estimated Net Working Capital, plus (iv) the Proposed difference between the Closing Net Working Capital calculation Asset Value set forth in the Final Statement minus the amount of Estimated Net Asset Value, plus (which notice shall state v) the basis difference between the Closing Date Cash set forth in the Final Statement minus the amount of Sellers’ objection(s))Estimated Closing Date Cash, plus (vi) the difference between the amount of Estimated Closing Date Indebtedness minus the Closing Date Indebtedness set forth in the Final Statement, plus (vii) the difference between the amount of Estimated Seller Transaction Expenses minus the Seller Transaction Expenses set forth in the Final Statement equals (A) a positive amount, then the Proposed Purchaser shall pay such amount in cash to the Seller, or (B) a negative amount, then the Seller shall pay the absolute value of such amount in cash to the Purchaser (such amount, if any, that either the Purchaser is obligated to pay to the Seller, or the Seller is obligated to pay to the Purchaser, being herein referred to as the “Post-Closing Net Working Capital calculated by Purchasers (or any portion Adjustment”) or, in the Purchaser’s sole discretion, the Purchaser may satisfy such amounts from the Escrow Funds. Payment of the calculation to which Sellers do not object) shall constitute the “Final Post-Closing Net Working Capital,” Adjustment shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then made within five (5) Business Days after the Final Statement becomes such. (b) In the event that, following determination of such Final the Post-Closing Adjustment, the Purchaser or any of its Affiliates (including the Transferred Entities) actually collect any portion of the Provider Advances Receivable that was not included in the calculation of Closing Net Working Capital being provided Asset Value, the Purchaser shall promptly remit such payment to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36Seller.

Post-Closing Adjustment. (ai) Not more than twenty Within seventy five (2075) days after the Closing Date, Purchasers Buyer shall prepare and deliver to Sellers Seller Representative a certificate of an authorized officer statement setting forth Purchasers’ calculationits calculation of Closing Working Capital, as Closing PP&E Amount, Closing Cash, Closing Indebtedness (including an itemized list of each such item of Closing Indebtedness and the person to whom such item of Closing Date, Indebtedness is owed) and Closing Transaction Expenses (including an itemized list of each such unpaid Transaction Expense and the Net Working Capital person to whom such expense is owed) together with reasonable documentation supporting the basis of all such calculations (the “Proposed Closing Net Working CapitalStatement”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (bii) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” The post-closing adjustment shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP a net amount (the “Independent AccountantsPost- Closing Adjustment”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted equal to the Independent Accountants for resolution, difference between (A) the Closing Date Payment and (B) the Closing Date Payment if (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and Closing Working Capital was substituted for Estimated Closing Working Capital, (2) the determination by the Independent AccountantsClosing PP&E Amount was substituted for Estimated Closing PP&E Amount, as set forth in a notice to be delivered to both Seller (3) Closing Cash was substituted for Estimated Closing Cash, (4) Closing Indebtedness was substituted for Estimated Closing Indebtedness and Purchasers within twenty (205) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute Closing Transaction Expenses was substituted for Estimated Closing Transaction Expenses (the “Final Adjusted Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment AmountDate Payment”). The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Adjusted Closing Net Working Capital Date Payment is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided Date Payment, as finally determined pursuant to the PurchasersSection 2.04(c), the Purchasers Post-Closing Adjustment shall issue be payable by Buyer to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36Section 2.04(d). If the Estimated Net Working Capital Adjusted Closing Date Payment is greater less than the Final Closing Net Working CapitalDate Payment, then as finally determined pursuant to Section 2.04(c), the Post-Closing Adjustment shall be payable by Sellers shall return to Purchasers for cancellation the number of Hercules Shares Buyer pursuant to Section 2.04(d). (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36.c)

Post-Closing Adjustment. (a) Not more If the Final Cash Purchase Price as determined pursuant to the provisions of Section 3.04 above exceeds the Initial Cash Purchase Price, the amount by which the Final Cash Purchase Price exceeds the Initial Cash Purchase Price shall be paid by the Buyer to the Sellers by wire transfer of immediately available funds credited to such accounts as may be designated by the Sellers and Joint Written Instructions shall be delivered by the Parties to the Escrow Agent directing the Escrow Agent to pay to the Sellers the full amount of the Working Capital Escrow Amount, in each case, no later than twenty the end of the (2010) days after day period beginning on the first day following the date that the Closing Date, Purchasers shall deliver to Sellers a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital and the amount of the Customer Advances have become final and binding upon the Parties hereto as provided for by Section 3.03 hereof. (a) If the Final Cash Purchase Price as determined pursuant to Section 3.04 above is less than the Initial Cash Purchase Price, then the amount by which the Initial Cash Purchase Price exceeds the Final Cash Purchase Price (such amount being hereinafter the “Proposed Closing Net Deficit Amount”) will be paid first from the Escrow Amount in an amount not to exceed the Working Capital”). Such statement shall include separate line itemsCapital Escrow Amount and, as to the extent that the amount of the Closing, for Deficit Amount is: (i) cash and cash equivalents included less than the Working Capital Escrow Amount, any remaining portion of the Working Capital Escrow Amount shall be released to the Sellers in accordance with the Purchased Assets, Escrow Agreement; or (ii) exceeds the amount Working Capital Escrow Amount, the Seller Parties shall be obligated, jointly and severally, to pay such excess to the Buyer in cash or immediately available funds no later than the end of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days day period beginning on the first day following delivery of the Proposed date that the Closing Net Working Capital calculation Sellers and the amount of the Customer Advances have not given Purchasers written notice of their objection become final and binding upon the Parties hereto as provided for by Section 3.03 hereof. The Parties shall provide Joint Written Instructions to the Proposed Closing Net Escrow Agent to effect the distribution of the Working Capital calculation (which notice shall state Escrow Amount from the basis of Sellers’ objection(sEscrow Amount as required by this Section 3.05(b)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36.

Post-Closing Adjustment. (a) Not more than twenty (20) Within 90 days after the Phase I Closing Date, Purchasers shall the Purchaser will prepare and deliver to Sellers the Seller a certificate written notice (the “Adjustment Notice”) containing (i) an unaudited combined balance sheet of an authorized officer setting forth Purchasers’ calculation, the Phase I Business as of the open of business on the Phase I Closing Date, Date in each country and reflecting the exclusion of the Net Working Capital Excluded Assets and Excluded Liabilities (the “Proposed Phase I Closing Net Working CapitalBalance Sheet”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) (A) the Purchaser’s calculation of the Closing Net Working Capital of the Phase I Business, based on the Phase I Closing Balance Sheet (the “Phase I Closing Net Working Capital Statement”) and (B) reasonable written documentation supporting the basis of the Purchaser’s calculation of the Closing Net Working Capital for the Phase I Business, (iii) (A) the Purchaser’s calculation of Closing Net Cash based on the Closing Balance Sheet of the Phase I Business (the “Closing Net Cash Statement”) and (B) reasonable written documentation supporting the basis of the Purchaser’s calculation of the Closing Net Cash, and (iv) the Purchaser’s calculation of the amount of outstanding accounts receivable included any payments required pursuant to Section 2.7(g) (the “Adjustment Calculation”). If the Phase II Closing shall have occurred, within 90 days after the Phase II Closing Date, the Purchaser will prepare and deliver to the Seller a further Adjustment Notice containing (i) an unaudited combined balance sheet of the Phase II Business as of the open of business on the Phase II Closing Date in such country and reflecting the Purchased Assetsexclusion of the Excluded Assets and Excluded Liabilities (the “Phase II Closing Balance Sheet” and, together with the Phase I Closing Balance Sheet, the “Closing Balance Sheet”), 21 (ii) (A) the Purchaser’s calculation of the Closing Net Working Capital of the Phase II Business, based on the Phase II Closing Balance Sheet (together with the Phase I Closing Net Working Capital Statement, the “Closing Net Working Capital Statement”) and (B) reasonable written documentation supporting the basis of the Purchaser’s calculation of the Closing Net Working Capital for the Phase II Business, and (iii) the amount Purchaser’s Adjustment Calculation. The Closing Balance Sheet, the Closing Net Working Capital Statement and the Closing Net Cash Statement will be prepared in accordance with the Accounting Methodologies and, to the extent not inconsistent therewith, in accordance with GAAP, in each case, applied on a basis consistent with the Financial Statements. For the avoidance of Assumed Liabilities described doubt, the Closing Net Working Capital shall be calculated on a country-by-country basis in Section 2.7(alocal currency. During the 90-day period after each applicable Closing, the Seller will, and will cause each of its Affiliates engaged in the Business to, upon reasonable advance notice, provide the Purchaser and the Purchaser’s Representatives with reasonable access during normal business hours and without unreasonable interference with Seller’s and its Affiliates’ operation to the books, records, facilities and employees engaged in financial accounting and related functions for the Business as may be reasonably necessary for the Purchaser to prepare the Adjustment Notice. The foregoing covenant will not require the Seller to provide the Purchaser or its Representatives with access to any document or other communication that the Seller believes in good faith may be subject to any contractual confidentiality obligation or that may be covered by any attorney-client, work product or similar legal privilege (it being understood that the Seller shall use commercially reasonable efforts to obtain waivers or make other arrangements (including redacting information or entering into joint defense agreements) that would enable disclosure to the Purchaser to occur without so jeopardizing privilege or contravening any contractual duty obligation). (b) If within ten Within 60 days after the receipt of each Adjustment Notice, the Seller will deliver to the Purchaser a written response in which the Seller will either: (10i) days following delivery agree in writing with the applicable Adjustment Calculation, in which case such Adjustment Calculation will be final and binding on the parties for purposes of Section 2.7(g); or (ii) dispute the Adjustment Calculation, in whole or in part, by delivering to the Purchaser a written notice (a “Dispute Notice”) setting forth in reasonable detail with reasonable supporting documentation the basis for each disputed item therein and the Seller’s calculation of the Proposed Closing Net Working Capital calculation Sellers have amount of any payments required pursuant to Section 2.7(g); provided, that if the Adjustment Calculation is only disputed in part, any items that are not given Purchasers written notice of their objection to disputed in the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall Dispute Notice will be final and binding and conclusive on the Parties.parties for purposes of Section 2.7(g). 22 (c) If Sellers give Purchasers timely notice During the 60-day period after the delivery of objectioneach applicable Adjustment Notice, the Purchaser will, and if Sellers will cause each of its Affiliates engaged in the Business (including, following Closing, the Acquired Companies) to, upon reasonable advance notice, provide the Seller and Purchasers fail to resolve the issues outstanding Seller’s Representatives with respect reasonable access during normal business hours and without unreasonable interference with the operation of the Business to the Proposed Closing Net Working Capital within ten books, records, facilities and employees of the Business as the Seller may be reasonably required for the Seller to review the Adjustment Notice. The foregoing covenant will not require the Purchaser to provide the Seller or its Representatives with access to any document or other communication that the Purchaser believes in good faith may be subject to any contractual confidentiality obligation or that may be covered by any attorney-client, work product or similar legal privilege (10it being understood that the Purchaser shall use commercially reasonable efforts to obtain waivers or make other arrangements (including redacting information or entering into joint defense agreements) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute that would enable disclosure to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for Seller to occur without so jeopardizing privilege or contravening any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellerscontractual duty obligation). (d) If issues the Seller fails to take either of the actions set forth in Section 2.7(b) within 60 days after receipt of the Adjustment Notice, then the Seller will be deemed to have irrevocably accepted the applicable Adjustment Calculation, in which case, the applicable Adjustment Calculation will be final and binding on the parties for purposes of Section 2.7(g). (e) If the Seller timely delivers a Dispute Notice to the Purchaser, then the Purchaser and the Seller will attempt in good faith, for a period of 45 days following the Purchaser’s receipt of such Dispute Notice (the “Resolution Period”), to agree on the applicable Adjustment Calculation for purposes of Section 2.7(g). Any final agreement by the Purchaser and the Seller during the Resolution Period as to any disputed items set forth in a timely delivered Dispute Notice will be final and binding on the parties for purposes of Section 2.7(g). If the Purchaser and the Seller do not resolve all disputed items set forth in such Dispute Notice by the end of the Resolution Period, then the Purchaser and the Seller will submit the remaining items in dispute to a mutually agreeable independent accounting firm of recognized international standing, which firm is not the regular auditing firm of the Purchaser, the Seller or their respective Affiliates. If the Purchaser and the Seller are unable to jointly select such independent accounting firm within 10 days after the expiration of the Resolution Period, the Purchaser, on the one hand, and the Seller, on the other hand, will each select an independent accounting firm of recognized international standing and such selected accounting firms will select a third independent accounting firm of recognized international standing, which firm is not the regular auditing firm of the Purchaser, the Seller or their respective Affiliates; provided, however, that if either the Purchaser, on the one hand, or the Seller, on the other hand, fails to select such independent accounting firm during such 10 day period, then the parties will be deemed to agree that the independent accounting firm selected by the other party will be the independent accounting firm selected by the parties for purposes of this Section 2.7 (such selected independent accounting firm, whether pursuant to this sentence or the preceding sentence, the “Independent Accounting Firm”). (i) The Independent Accounting Firm will (A) act as an expert in accounting, and not as an arbitrator, to resolve only those items specifically set forth on a timely delivered Dispute Notice that remain in dispute as of such time, and that have not been deemed pursuant to Sections 2.7(b), 2.7(d) or 2.7(e) to be final and binding on the parties, (B) render its determination in accordance with this Agreement and otherwise in accordance with the Accounting Methodologies and, to the extent not inconsistent therewith, in accordance with GAAP, in each case, applied on a basis consistent with the Financial Statements, (C) not determine a value in respect of any item in dispute which is greater than, or less than, as applicable, the respective amounts in respect of such item set forth in the applicable Dispute Notice and in the applicable Adjustment Notice and (D) render its determination with respect to the items in dispute in a written report that specifies the conclusions 23 of the Independent Accounting Firm as to each item in dispute and the resulting applicable Adjustment Calculation. The Independent Accounting Firm will only render its determination with respect to the specific remaining accounting differences submitted to it and may rely only upon information submitted to it by or on behalf of the Purchaser or the Seller. The Purchaser and the Seller will each use their commercially reasonable efforts to cause the Independent Accounting Firm to render its determination within 30 days after referral of the disputed items on a timely delivered Dispute Notice to such firm or as soon thereafter as reasonably practicable. (ii) The Independent Accounting Firm’s determination of the applicable Adjustment Calculation as set forth in its report will be final and binding on the parties for purposes of Section 2.7(g). The fees and expenses of the Independent Accounting Firm will be shared by the Purchaser and the Seller in inverse proportion to the relative amounts of the disputed amount determined to be for the account of the Purchaser and the Seller, respectively. For example, should the items in dispute total an amount equal to $1,000 and the Independent Accounting Firm awards $600 in favor of the Seller’s position, 60% of the costs of its review would be borne by the Purchaser and 40% of the costs would be borne by the Seller. (iii) For purposes of complying with this Section 2.7, the Purchaser and the Seller will furnish to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants Accounting Firm such work papers and other documents and information relating to the disputed issues items on a timely delivered Dispute Notice as the Independent Accountants Accounting Firm may request and are available available; provided, that the Independent Accounting Firm has executed a customary confidentiality agreement relating to that Party such furnishing of documents and information to the extent reasonably requested by the Purchaser or its agents the Seller. A copy of any such work papers and shall other documents and information provided by a party to the Independent Accounting Firm will be provided concurrently to the other party free of charge. Each party will be afforded the opportunity to present to the Independent Accountants Accounting Firm in its work papers and other documents and information any material relating related to the disputed issues items on a timely delivered Dispute Notice and to discuss the issues such items with the Independent Accountants; and (2) the determination by the Independent AccountantsAccounting Firm, as set forth in a notice with any such presentation or discussion to be delivered to held in the presence of both the Purchaser and the Seller and Purchasers within twenty (20) days of the submission and/or their respective Representatives. Notwithstanding anything herein to the Independent Accountants contrary, the dispute resolution mechanism contained in this Section 2.7(e) will be the exclusive mechanism for resolving any disputes regarding the Adjustment Calculation, other than the indemnification rights in respect of the issues remaining in dispute, shall constitute the Selling Expenses. (f) The “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with each of the Independent Accountants with respect to Phase I Closing and the terms and conditions of such Independent Accountants’ engagement, Phase II Closing will be shared equally by Purchasers and Sellers. (e) If the Final calculation of the applicable Closing Net Working Capital is greater than contained in (i) the Estimated Net Working Capital then within five (5) Business Days of such Final applicable Closing Net Working Capital being provided to Statement in the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of event that (A) such excessno Dispute Notice is delivered by the Seller to the Purchaser within the applicable 60-day period specified in Section 2.7(d), divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal a timely delivered Dispute Notice does not dispute any items relating to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated applicable Closing Net Working Capital is greater than Statement as contemplated by the proviso in Section 2.7(b)(ii) or (C) the Seller and the Purchaser so agree in writing or (ii) the applicable Closing Net Working Capital Statement, as adjusted pursuant to the mutual agreement of the Seller and the Purchaser, or as adjusted by the Independent Accounting Firm, in each case, pursuant to Section 2.7(e), together with any other modifications to the applicable Closing Net Working Capital Statement mutually agreed upon in writing by the Seller and the Purchaser. The “Final Closing Net Working Capital, then Cash” will be the Sellers shall return to Purchasers for cancellation calculation of the number of Hercules Shares Closing Net Cash contained in (rounded to i) the nearest whole share) equal to Closing Net Cash Statement in the quotient of event that (A) such excessno Dispute Notice is delivered by the Seller to the Purchaser within the 45-day period specified in Section 2.7(d), divided by (B) 3.36a timely delivered Dispute Notice does not dispute any items relating to the Closing Net Cash Statement as contemplated by the proviso in Section 2.7(b)(ii) or (C) the Seller and the Purchaser so agree in writing or (ii) in the Closing Net Cash Statement, as adjusted pursuant to the mutual agreement 24 of the Seller and the Purchaser, or as adjusted by the Independent Accounting Firm, in each case, pursuant to Section 2.7(e), together with any other modifications to the Closing Net Cash Statement mutually agreed upon in writing by the Seller and Purchaser.

Post-Closing Adjustment. (a) Not more As soon as reasonably practicable, but in no event later than twenty (20) 120 days after the Closing Date, Purchasers ▇▇▇▇▇ shall deliver prepare and cause to Sellers be delivered to Parent a certificate of an authorized officer statement (the “Final Closing Statement”) setting forth Purchasers’ calculation, as Buyer’s calculation of the Closing DatePurchase Price, which shall set forth, in reasonable detail, its calculations of (i) the amount (if any) by which Amedisys Net Working Capital exceeds Target Amedisys Working Capital or the amount (the “Proposed Closing if any) by which Target Amedisys Working Capital exceeds Amedisys Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in (if any) by which LHC Net Working Capital exceeds Target LHC Working Capital or the Purchased Assetsamount (if any) by which Target LHC Working Capital exceeds LHC Net Working Capital, and (iii) the amount of Assumed Liabilities described in Section 2.7(a)Closing Indebtedness, (iv) Transaction Expenses and (v) Closing Cash. (b) If within ten The Final Closing Statement shall be (10i) days following delivery prepared, and all of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection individual elements thereof, as applicable, used to calculate the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” Purchase Price shall be binding determined, in accordance with the Accounting Principles and conclusive on (ii) accompanied by reasonable supporting documentation for the Partiescalculations included therein. (c) If Sellers give Purchasers timely notice the Estimated Purchase Price is greater than the Purchase Price, then Parent shall pay to Buyer the amount of objectionsuch difference, and if Sellers and Purchasers fail the Estimated Purchase Price is less than the Purchase Price, then Buyer shall pay to resolve Parent the issues outstanding amount of such difference (each a “Post-Closing Adjustment Amount”). Payments in respect of a Post-Closing Adjustment Amount shall be made within five Business Days after the final determination of the Purchase Price in accordance with respect this Section 2.5. The Parties agree that any Post-Closing Adjustment Amount shall be treated for Income Tax reporting purposes as an adjustment to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection noticepurchase price, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act except as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellersotherwise required by applicable Law. (d) If issues are submitted Upon receipt of the Final Closing Statement and calculation of the Purchase Price, Parent and its accountants (subject to reasonable confidentiality and privilege restrictions) shall be permitted during the succeeding 45-day period (the “Review Period”) reasonable access during normal business hours to the Independent Accountants for resolutionrelevant personnel of Buyer and its Affiliates, (1) Seller and Purchasers shall furnish or cause to be furnished to documents used by Buyer in the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days preparation of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding Statement and conclusive on in calculating the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and SellersPurchase Price as Parent may reasonably request. (e) If Parent disagrees with the Final calculation of the Purchase Price, on or prior to the last day of the Review Period, Parent shall notify Buyer in writing of such disagreement with the calculation of the Purchase Price, which notice shall set forth any such disagreement in reasonable detail, the specific item of the calculation in the Purchase Price to which such disagreement relates, the specific (and reasonable) basis for each such disagreement, and the amounts of any adjustments that are necessary in Parent’s judgment (the “Objection Notice”). If Parent fails to deliver the Objection Notice within the Review Period, Buyer’s calculation of the Purchase Price shall be deemed to have been accepted by Parent and shall be final and binding and used in computing the Post-Closing Net Working Capital Adjustment Amount. If Parent delivers the Objection Notice within the Review Period, subject to Section 2.5(f) below, ▇▇▇▇▇ and Parent shall negotiate in good faith to resolve any such disagreement, and any resolution agreed to in writing by ▇▇▇▇▇ and Parent shall be final and binding upon the parties hereto. Any items not disputed in the Objection Notice will be deemed to have been accepted by Parent. (f) If Buyer and Parent are unable to resolve any disagreement as contemplated by Section 2.5(e) within 30 Business Days after delivery of the Objection Notice, then either Buyer or Parent may engage the dispute resolution group of KPMG US LLP (the “Independent Auditor”), on terms reasonably acceptable to each of Buyer and Parent, 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 Parent challenges the calculation of the Purchase Price by an amount of $100,000, but the Independent Auditor determines that Parent has a valid claim for only $40,000, Buyer shall bear 40% of the fees and expenses of the Independent Auditor and Parent shall bear the other 60% of such fees and expenses. (g) 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 Parent are unable to resolve. The Independent Auditor will be required to not assign a value to any disputed item that is greater than the Estimated Net Working Capital then within five (5) Business Days of greater value for such disputed item claimed by either Parent or Buyer or less than the lesser value for such item claimed by either Parent or Buyer in the Objection Notice or Final Closing Net Working Capital being provided Statement, as applicable. Further, the Independent Auditor’s determination shall be based solely on the relevant work papers and books and records relating to the PurchasersBusiness and written information provided by ▇▇▇▇▇ and Parent, which are in accordance with the Purchasers terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review), and the Independent Auditor shall issue not conduct additional discovery in any form. (h) The parties shall jointly instruct the Independent Auditor to Sellers make a determination as soon as practicable within 30 days (or such other time as the number parties hereto shall agree in writing) after its engagement (i) whether the Final Closing Statement and the Purchase Price were prepared in accordance with the terms of shares this Agreement or, alternatively, (rounded ii) only with respect to the nearest whole share) of Hercules Common Stock equal disputed items submitted to the quotient Independent Auditor, whether and to what extent (if any) the Purchase Price requires adjustment and a written explanation in reasonable detail of (A) each such excessrequired adjustment, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock including the basis therefor. All negotiations pursuant to this AgreementSection 2.5 shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence, and if Purchasers would otherwise be required, but for this proviso, all negotiations and submissions to issue more shares, then such additional amount owed to Sellers the Independent Auditor shall be paid treated as confidential information. The Independent Auditor shall be bound by a mutually agreeable confidentiality agreement. The procedures of this Section 2.5 are exclusive and, except as set forth below, the determination of the Independent Auditor shall be final and binding on the parties. The decision rendered pursuant to this Section 2.5(h) may be filed as a judgment in cash in an amount equal any court of competent jurisdiction. Either party may seek specific enforcement or take other necessary legal action to enforce any decision under this Section 2.5(h). The other party’s only defense to such a request for specific enforcement or other legal action shall be fraud or manifest error by or upon the number of shares exceeding 22,321,425 multiplied by $3.36Independent Auditor. If Absent such fraud or manifest error, such other party shall reimburse the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return party seeking enforcement for its expenses related to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36enforcement.

Post-Closing Adjustment. a. The Post-Closing Statement as agreed by ▇▇▇▇▇ and the Sellers’ Representatives or as determined by the Independent Accountant is referred to herein as the “Final Closing Statement” and (ai) Not more than twenty (20) days after the Closing Date, Purchasers shall deliver to Sellers a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital (set forth on such Final Closing Statement shall be deemed the “Proposed Closing final Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in Debt set forth on such Final Closing Statement shall be deemed the Purchased Assetsfinal Debt, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). Transaction Expenses set forth on such Final Closing Statement shall be deemed the final Transaction Expenses, (biv) If within ten the Cash set forth on such Final Closing Statement shall be deemed the final Cash, and (10v) days following delivery of the Proposed Purchase Price set forth on such Final Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to Statement shall be deemed the Proposed Closing Net Working Capital calculation final Purchase Price (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Purchase Price”). On the fifth (5th) Business Day following the determination of the Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP Statement (the “Independent AccountantsSettlement Date”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants), the Independent Accounts payments contemplated by Section 2.8(b) shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellersmade. (d) If issues are submitted to b. On the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working CapitalSettlement Date,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If i. if the Final Closing Net Working Capital Purchase Price is greater than the Estimated Net Working Capital then within five Purchase Price (5) Business Days such difference, the “Surplus”), Buyer shall deposit, or cause to be deposited, with Sellers’ Representatives, by wire transfer of such Final Closing Net Working Capital being provided immediately available funds to the Purchasersaccount specified by Sellers’ Representatives, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to such Surplus; and ii. if the number of shares exceeding 22,321,425 multiplied by $3.36. If Final Purchase Price is less than the Estimated Net Working Capital Purchase Price (such difference the “Deficiency”), then Buyer and Sellers’ Representatives shall cause the Escrow Agent to release an amount of cash equal to the Deficiency from the Escrow Amount to Buyer, by wire transfer of immediately available funds to an account designated in writing by Buyer to Sellers’ Representatives and the Escrow Agent; provided, that to the extent that the Deficiency is greater than the Final Closing Net Working CapitalEscrow Amount (such difference the “Remaining Amount”), then the Sellers Sellers’ Representative shall return to Purchasers for cancellation the number also pay an amount of Hercules Shares (rounded to the nearest whole share) cash equal to the quotient Remaining Amount concurrently with the foregoing release by the Escrow Agent by wire transfer of (A) such excessimmediately available funds to an account designated in writing by Buyer to Sellers’ Representatives. c. Subsequent to the adjustments being made in accordance with this Section 2.8, divided the parties will direct the Escrow Agent to release the residual balance of the Escrow Amount to the Sellers’ Representatives contemporaneously with the adjustments contemplated by (B) 3.36this Section 2.8 in accordance with the Escrow Agreement.

Post-Closing Adjustment. (a) Not more than twenty (20) days Promptly after the Closing Date, Purchasers and in any event within 60 days of the Closing Date, Seller will deliver a balance sheet of the Business as conveyed to and assumed by Buyer hereunder as of the Closing Date (the "Closing Date Balance Sheet"), which shall deliver be audited by Seller's auditors. All fees, costs and expenses of Seller's auditors incurred in connection with such audit, and all fees, costs and expenses of Buyer's auditors (subject to Sellers an aggregate maximum of $10,000, with any excess to be paid solely by Buyer) incurred in connection with the valuation of Inventory as shown on the Closing Date Balance Sheet, will be paid 50% by Buyer and 50% by Seller. (b) The Closing Date Balance Sheet will be prepared in accordance with generally accepted accounting principles applied on a certificate basis consistent with their application in Seller's September 30, 1997 audited consolidated financial statements and Seller's accounting practices and procedures followed in the preparation of an authorized officer setting forth Purchasers’ calculationsuch financial statements ("GAAP"), and based on a physical count of the Inventory as of the Closing Date; provided, of the Net Working Capital (the “Proposed Closing Net Working Capital”). Such statement shall include separate line itemshowever, as of the Closingthat, for (i) cash and cash equivalents included in purposes of preparing the Purchased AssetsClosing Date Balance Sheet, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” there shall be binding and conclusive on excluded from Inventory all Inventory which was acquired or produced primarily to supply products to Samsonite (it being understood that all reserves relating to such Inventory so excluded shall also be excluded from the PartiesClosing Date Balance Sheet). (c) If Sellers give Purchasers timely notice In addition, Seller will determine the amount of objectionNet Assets (as hereinafter defined), and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues deliver a computation thereof with the Independent Accountants; and (2) Closing Date Balance Sheet to Buyer. "Net Assets" shall mean the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days excess of the submission to book value (as shown on the Independent Accountants Closing Date Balance Sheet) of the issues remaining in dispute, shall constitute Purchased Assets over the “Final Closing Net Working Capital,” shall be final, binding and conclusive book value (as shown on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole shareDate Balance Sheet) of Hercules Common Stock equal to the quotient of (A) such excess, divided accounts payable and accrued expenses assumed by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock Buyer pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36hereto.

Post-Closing Adjustment. (a) Not more No later than twenty (20) 120 days after the Closing DateDate (or such later date as mutually agreed by Buyer and Sellers Representative), Purchasers Buyer shall prepare and deliver to the Sellers Representative (i) a certificate balance sheet of an authorized officer setting forth Purchasers’ calculation, the Company as of the Closing DateMeasurement Time (together with supporting documentation reasonably necessary for Sellers Representative to verify such balance sheet, the “Final Balance Sheet”), (ii) worksheets showing Buyer’s calculation of the: (A) Indebtedness of the Company as of the Measurement Time, plus the amount of any premiums, penalties, fees, make-whole payments or other charges incurred as a result of the payment thereof on the Closing Date as reflected in the applicable Payoff Letter (collectively, “Final Indebtedness”), (B) the amount of all Transaction Expenses unpaid as of the Measurement Time (“Final Transaction Expenses”), (C) Net Working Capital derived from the Final Balance Sheet (based upon, and subject to the adjustments set forth in, the definitions of Current Assets and Current Liabilities) (the “Proposed Closing Final Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (iiD) the amount of outstanding accounts receivable included in all Incremental Equity Capital, if applicable (the Purchased Assets“Final Incremental Equity Capital”), (E) the amount of all Gap Period Extraordinary Expenditures, if any (the “Final Gap Period Extraordinary Expenditures”), and (F) the Interim Tax Amount (the “Final Interim Tax Amount”) and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery Buyer’s calculation of the Proposed Final Closing Securities Payment, in each case, together with a worksheet showing the difference, if any, between any Estimated Closing Item and the corresponding Final Closing Item. The Final Balance Sheet, Final Indebtedness, Final Transaction Expenses, the Final Net Working Capital, the Final Closing Securities Payment, the Final Incremental Equity Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)if applicable), then the Proposed Closing Net Working Capital calculated by Purchasers Final Gap Period Extraordinary Expenditures (or any portion of if any), and the calculation to which Sellers do not object) shall constitute Final Interim Tax Amount (together, the “Final Closing Net Working Capital,” Items”) shall be binding prepared in good faith and conclusive on a basis consistent with the Parties. (c) Audited Financial Statements. Sellers Representative and its representatives shall be entitled to reasonable access during normal business hours to all books and records of the Company as may be reasonably requested by Sellers Representative for the purpose of this Section 2.4. Buyer and Sellers Representative shall promptly provide to each other all documents reasonably requested by the other to verify any of the items set forth in the Final Closing Items calculations. Sellers Representative shall have the right for 30 days following receipt of the Final Closing Items to object to any of the Final Closing Items or the calculation thereof. Any objection made by Sellers Representative shall be made in writing and shall set forth such objection in reasonable detail. Sellers Representative shall be deemed to have waived any rights to object under this Section 2.4 unless Sellers Representative furnishes its written objections to Buyer within such 30-day period. If Sellers give Purchasers timely notice of objectionRepresentative delivers an objection within such 30-day period, then Buyer and if Sellers and Purchasers fail Representative shall endeavor in good faith to resolve the issues outstanding with respect objections. If, at the end of a 15-day period from the date of delivery of any objection by Sellers Representative or such longer period as may be mutually agreed by Buyer and Sellers Representative, there are any objections that remain in dispute, then the remaining objections in dispute shall be submitted for resolution to the Proposed Closing Net Working Capital within ten (10) days Oklahoma City, Oklahoma offices of Purchasers’ receipt the accounting firm of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP Ernst & Young (the “Independent AccountantsClosing Item Arbitrator”) and, in connection with the engagement for resolution. If for such submission, Sellers Representative and Buyer shall execute any reason the Houston office of Deloitte LLP is unwilling to act engagement, indemnity and other agreements as the Independent Accountants, the Independent Accounts shall be Closing Item Arbitrator may reasonably require as a condition to such other recognized national or regional independent accounting firm mutually engagement in form and substance reasonably acceptable to Purchasers each of the Sellers Representative and Sellers. (d) If issues Buyer. The Closing Item Arbitrator shall determine the Final Closing Securities Payment as promptly as reasonably practicable after the objections that remain in dispute are submitted to the Independent Accountants Closing Item Arbitrator, but in any event within 30 days after such objections that remain in dispute are submitted to the Closing Item Arbitrator. If any objections are submitted to the Closing Item Arbitrator for resolution, (1i) Seller each of Buyer and Purchasers Sellers Representative shall furnish or cause to be furnished to the Independent Accountants Closing Item Arbitrator such work papers workpapers and other documents and information relating to the disputed issues such objections as the Independent Accountants Closing Item Arbitrator may request and are reasonably available to that Party (or its agents independent public accountants) and shall will be afforded the opportunity to present to the Independent Accountants Closing Item Arbitrator any material relating to the disputed issues determination of the matters in dispute and to discuss the issues such determination with the Independent AccountantsClosing Item Arbitrator, provided that neither Sellers Representative nor Buyer shall engage in any communication or correspondence with the Closing Item Arbitrator outside of the presence, or without the inclusion, of the other; (ii) the Closing Item Arbitrator must not adopt an amount of the Final Closing Securities Payment that is greater than the amount submitted by Sellers Representative or less than the amount submitted by Buyer; and (2iii) the determination by the Independent AccountantsClosing Item Arbitrator of the Final Closing Securities Payment, as set forth in a written notice to be delivered to both Seller Buyer and Purchasers within twenty (20) days of Sellers Representative by the submission to the Independent Accountants of the issues remaining in disputeClosing Item Arbitrator, shall constitute be made in accordance with this Agreement and the “Final Closing Net Working Capital,” Sample Balance Sheet and shall be final, binding and conclusive on the Parties parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof. Buyer and Seller shall each bear their own legal fees and other costs in connection with any such objection; provided, however, that Buyer, on one hand, and Seller, on the other hand, shall bear one-half of the costs and expenses of the Closing Item Arbitrator. Notwithstanding anything in this Agreement to the contrary, the Closing Item Arbitrator and procedures set forth herein shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to sole method for resolving any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If disputes regarding the Final Closing Net Working Capital Securities Payment or the provisions of this Section 2.4, provided that this Section 2.4 shall not affect the respective rights of Buyer or Seller under ARTICLE IX. Following the final determination of the Final Closing Securities Payment pursuant to this Section 2.4, if the Final Closing Securities Payment is greater than the Estimated Net Working Capital Closing Securities Payment then Buyer shall pay to Seller the amount of the Final Adjustment Amount promptly (but in any event within five (5) Business Days of such the determination of the Final Closing Net Working Capital being provided to Securities Payment) or if the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital Closing Securities Payment is greater than the Final Closing Net Working CapitalSecurities Payment then Seller shall pay to Buyer the amount of the Final Adjustment Amount promptly (but in any event within five Business Days of the determination of the Final Closing Securities Payment; provided, however, that if the Final Adjustment Amount is: (i) to be paid to Buyer, if Seller fails to timely pay the Final Adjustment Amount to Buyer, then each Member shall promptly (but in any event within two Business Days following the Sellers date such payment was due from Seller) pay to Buyer such Member’s pro rata percentage as set forth in Schedule B of the amount of the Final Adjustment Amount that is not timely paid by Seller or (ii) to be paid to Seller, then after such payment is made to Seller, Seller shall return to Purchasers for cancellation the number of Hercules Shares (rounded immediately pay to the nearest whole share) equal Members the Final Adjustment Amount in the proportions set forth on Schedule B hereto in immediately available funds by confirmed wire transfer to the quotient bank account or accounts designated by each Member in writing to Seller at least three Business Days prior to payment of the Final Adjustment Amount (A) such excessprovided that none of Buyer, divided by (B) 3.36the Company or TS Crude shall have any liability or obligation under this proviso or for any failure of Seller to comply herewith).

Post-Closing Adjustment. (a) Not more than twenty (20) Within 90 days after the Closing Date, Purchasers US Buyer shall prepare and deliver to Sellers Parent a certificate of an authorized officer statement setting forth Purchasers’ calculationits calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness, Transaction Expenses and all amounts owed to or from the LiveArea Companies and any Related Party or Sellers or their Affiliates (excluding the LiveArea Companies) pursuant to the agreements described in Section 7.02(m) or otherwise (and reasonable supporting documentation related thereto), which statement shall contain an unaudited balance sheet of the LiveArea Companies as of the Closing Date, of Date (without giving effect to the Net Working Capital transactions contemplated herein) (the “Proposed Closing Net Working CapitalStatement”). Such statement shall include separate line items, ) and a certificate of the Chief Financial Officer of US Buyer that the unaudited balance sheet of the LiveArea Companies as of the Closing, for (i) cash and cash equivalents included Closing Date was prepared in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” accordance with Exhibit A. The post-closing adjustment shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the sum of the following: (A) if there was a Working Capital Closing Reduction and Closing Working Capital exceeds Estimated Closing Working Capital, the amount of such excess up to a maximum of the Working Capital Closing Reduction expressed as a positive number, (B) if there was no Working Capital Closing Reduction and Closing Working Capital exceeds Target Working Capital, $0, (C) if there was a Working Capital Closing Reduction and Estimated Closing Working Capital exceeds Closing Working Capital, the amount of such excess expressed as a negative number, (D) if there was no Working Capital Closing Reduction and Target Working Capital exceeds Closing Working Capital, the amount of such excess expressed as a negative number, (E) Closing Cash minus Estimated Closing Cash, (F) Estimated Closing Indebtedness minus Closing Indebtedness,(G) Estimated Transaction Expenses minus Transaction Expenses, (H) all amounts owed to the LiveArea Companies from any Related Party or Sellers or their Affiliates (excluding the LiveArea Companies) pursuant to the agreements described in Section 7.02(m) or otherwise as of the Closing Date to the extent that the LiveArea Companies received one or more payments of cash for such amounts within 60 days after the Closing Date, subject to a cap of $1,000,000 and reduced by (I) fifty percent (50%) to the extent any of such amounts relate to receivables from parties domiciled in India, and (II) fourteen and one-half percent (14.5%) to the extent any of such amounts relate to receivables from parties domiciled in Bulgaria, expressed as a positive number, and (I) all amounts owed by the LiveArea Companies to any Related Party or Sellers or their Affiliates (excluding the LiveArea Companies) pursuant to the agreements described in Section 7.02(m) or otherwise as of the Closing Date , expressed as a negative number of shares exceeding 22,321,425 multiplied by $3.36(collectively, the “Post-Closing Adjustment”). If the Estimated Net Working Capital Post-Closing Adjustment is greater a positive number, US Buyer shall pay to Sellers (other than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole shareRevTech Solutions) an amount equal to the quotient Post-Closing Adjustment as an adjustment to the LA US Purchase Price. If the Post-Closing Adjustment is a negative number, Sellers (other than RevTech Solutions) shall pay to US Buyer an amount equal to the absolute value of the Post-Closing Adjustment as an adjustment to the LA US Purchase Price (Ae.g., a ($100,000) such excess, divided by (B) 3.36Post-Closing Adjustment would result in a $100,000 payment to US Buyer).

Post-Closing Adjustment. If (a) Not more the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount exceeds (b) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount, then U.S. Buyer shall pay Sellers the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than twenty (20) days after the Closing Datesecond Business Day following the date on which U.S. Buyer and Sellers agree, Purchasers or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall deliver cause the Escrow Agent to remit to Sellers a certificate of an authorized officer setting forth Purchasers’ calculationthe remaining balance, as of the Closing Dateif any, of the Net Working Capital (Escrow Amount remaining under the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to Escrow Agreement (i.e., the Proposed Closing remaining Net Working Capital calculation (which notice shall state Escrow Amount, if any, together with all accrued investment income or interest on the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion Escrow Amount), all in accordance with the provisions of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and SellersEscrow Agreement. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36.

Post-Closing Adjustment. (a) Not more than twenty Within thirty (2030) days after the Closing Date, Purchasers Purchaser shall deliver to Sellers Seller a certificate written statement of an authorized officer setting forth Purchasers’ calculation, the amount of cash and cash equivalents of the Company and its Subsidiaries (on a consolidated basis in accordance with GAAP) as of the Closing Date, of the Net Working Capital (the “Proposed Closing Net Working CapitalCash Amount”). Such If Seller fails to raise any objections to the Closing Cash Amount on such statement within 10 days of receipt thereof, the Closing Cash Amount shall include separate line itemsthereinafter be deemed to be the Final Closing Cash Amount. If Seller does raise any such objection, the Parties shall negotiate in good faith to resolve any disagreements with respect to the Closing Cash Amount and shall agree on the Final Closing Cash Amount. During such ten (10) day period, Purchaser shall provide Seller with access to the books and records of the Company and the Subsidiaries relating to the cash and cash equivalents held by the Company and the Subsidiaries as of the Closing. If the Parties are unable to agree on the Final Closing Cash Amount for a period of more than thirty (30) days from Seller’s notice of objection, the Parties will refer such disagreement to a mutually acceptable accounting firm for (i) cash a final and cash equivalents included in binding determination of the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a)Final Closing Cash Amount. (b) If within ten In the event that the Final Closing Cash Amount exceeds, by more than Ten Thousand Dollars (10$10,000.00), the Estimated Closing Cash Amount, Purchaser shall promptly pay all of such excess to Seller. In the event that the Final Closing Cash Amount is more than Ten Thousand Dollars ($10,000.00) days following delivery of less than the Proposed Closing Net Estimated Working Capital calculation Sellers have not given Purchasers written notice Amount, Seller shall promptly pay all of their objection such deficit to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the PartiesPurchaser. (c) If Sellers give Purchasers timely notice In the event that (i) the Final Closing Cash Amount includes any Expected Released Cash and (ii) all of objection, the Expected Released Cash has not been released by the Bureau of Land Management and if Sellers and Purchasers fail to resolve the issues outstanding Nevada Division of Environmental Protection under the bond serving as financial assurance with respect to the Proposed Closing Net Working Capital Existing Permits within ten six (106) days months after Closing, then one-half (1/2) of Purchasers’ receipt the portion of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts such Expected Released Cash not so released shall be such other recognized national or regional independent accounting firm mutually acceptable promptly reimbursed by Seller to Purchasers and SellersPurchaser upon notice by Purchaser. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36.

Post-Closing Adjustment. (a) Not more than twenty At least three Business Days prior to the anticipated Closing Date, the Company shall prepare, or cause to be prepared, and deliver to Parent a written statement (20the “Preliminary Closing Statement”) that shall include and set forth (i) an estimated consolidated balance sheet of the Company as of the Closing Date (the “Preliminary Closing Balance Sheet”), and (ii) a good-faith estimate of (A) Working Capital based on the Preliminary Closing Balance Sheet (the “Estimated Working Capital”), and (B) Company Debt (the “Estimated Company Debt”) (with each of Estimated Working Capital and Estimated Company Debt determined as of the Closing Date and without giving effect to the transactions contemplated herein). Estimated Working Capital and Estimated Company Debt shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the Company Balance Sheet (provided that in the event of a conflict between GAAP and consistent application thereof, GAAP shall prevail) (the “Applicable Accounting Principles”). All calculations of Estimated Working Capital and Estimated Company Debt shall be accompanied by a certificate of the CEO and the Chief Financial Officer of the Company certifying that such estimates have been calculated in good faith in accordance with this Agreement. All such estimates shall be subject to the Parent’s approval, which shall not be unreasonably withheld or delayed, and shall control solely for purposes of determining the amounts payable at the Closing pursuant to Section 1.8 and shall not limit or otherwise affect the Parent’s remedies under this Agreement or otherwise, or constitute an acknowledgement by the Parent of the accuracy of the amounts reflected thereof. For purposes of determining the amounts payable on the Closing Date, the Working Capital Adjustment Amount shall be based on Estimated Working Capital, and Company Debt shall be based on Estimated Company Debt, each determined in accordance with this Section 1.12(a). (b) Within 90 days after the Closing Date, Purchasers the Surviving Corporation shall prepare and deliver to Sellers the Stockholder Agent (on behalf of the Stockholders) a certificate written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of an authorized officer setting forth Purchasers’ calculation, the Company as of the Closing DateDate (the “Closing Balance Sheet”), (ii) a calculation of the Net actual (A) Working Capital (the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, (B) Company Debt (the “Closing Company Debt”), and (C) Company Transaction Expenses (the “Closing Company Transaction Expenses”) (with each of Closing Working Capital, Closing Company Debt and Closing Company Transaction Expenses determined as of the ClosingClosing Date and, except for (i) cash and cash equivalents included in Closing Company Transaction Expenses, without giving effect to the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(atransactions contemplated herein). (b) If within ten (10) days following delivery of the Proposed . Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed and Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” Company Debt shall be binding and conclusive on calculated in accordance with the PartiesApplicable Accounting Principles. (c) If Sellers give Purchasers timely The Final Closing Statement shall become final and binding on the 30th day following delivery thereof, unless prior to the end of such period, the Stockholder Agent delivers to the Parent written notice of objection, its disagreement (a “Notice of Disagreement”) specifying the nature and if Sellers and Purchasers fail to resolve the issues outstanding with respect amount of any dispute as to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection noticeCapital, Sellers and Purchasers shall submit Closing Company Debt, and/or Closing Company Transaction Expenses, as set forth in the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolutionFinal Closing Statement. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts The Stockholder Agent shall be such other recognized national deemed to have agreed with all items and amounts of Closing Working Capital, Closing Company Debt, and/or Closing Company Transaction Expenses unless referenced in a timely Notice of Disagreement. Any Notice of Disagreement may reference only disagreements based on mathematical errors or regional independent accounting firm mutually acceptable to Purchasers and Sellersbased on amounts of the Closing Working Capital, Closing Company Debt, and/or Closing Company Transaction Expenses as reflected on the Final Closing Statement not being calculated in accordance with the Applicable Accounting Principles. (d) If issues are submitted During the 15-day period following delivery of a Notice of Disagreement by the Stockholder Agent to the Independent Accountants for resolutionParent, (1) Seller and Purchasers the parties in good faith shall furnish or cause seek to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants resolve in writing any differences that they may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants have with respect to the terms computation of the Closing Working Capital, Closing Company Debt, and/or Closing Company Transaction Expenses as specified therein. Any disputed items resolved in writing between the Stockholder Agent and conditions of the Parent within such Independent Accountants’ engagement, will 15-day period shall be shared equally by Purchasers final and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of binding with respect to such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreementitems, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional the Stockholder Agent and the Parent agree in writing on the resolution of each disputed item specified by the Stockholder Agent in the Notice of Disagreement and the amount owed to Sellers shall be paid in cash in an amount equal to of the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then Closing Company Debt, and/or Closing Company Transaction Expenses, the Sellers amounts so determined shall return to Purchasers be final and binding on the parties for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36all purposes hereunder.

Post-Closing Adjustment. (ai) Not more than twenty (20) Within 45 days after the Closing Date, Purchasers Parent shall prepare and deliver to Sellers the Stockholder Representative a certificate statement, which statement shall be substantially in the form of Section 2.13 of the Disclosure Schedules (the “Closing Statement”), attaching the following items and certifying as to Parent’s good faith preparation and calculation of the following items: (A) an authorized officer setting forth Purchasers’ calculationunaudited consolidated balance sheet of Target as of 11:59 P.M., as New York City, New York time, on the Closing Date (the “Closing Balance Sheet”); (B) the Closing Working Capital based on the Closing Balance Sheet, together with a calculation of the variance between the Estimated Closing Working Capital and Closing Working Capital; (C) the Closing Accrued Tax Amount (including each component item), together with a calculation of the variance between the Estimated Closing Accrued Tax Amount and the Closing Accrued Tax Amount; (D) the Closing Indebtedness (including each component item), together with a calculation of the variance between the Estimated Closing Indebtedness and the Closing Indebtedness; and (E) a calculation of the Post-Closing Adjustment. (ii) After each of the Closing DateWorking Capital, of the Net Working Capital Closing Accrued Tax Amount, Closing Indebtedness has been finally determined in accordance with this Section 2.13 (the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, Closing Accrued Tax Amount, Closing Indebtedness, in each case, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection so finally determined being referred to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute herein as the “Final Closing Net Working Capital,”, “Final Closing Accrued Tax Amount”, and “Final Closing Indebtedness”), the Aggregate Merger Consideration shall be, if necessary, further adjusted to reflect the Post-Closing Adjustment. The “Post-Closing Adjustment” shall be binding and conclusive on the Parties. an amount equal to (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2A) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days sum of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than Capital, minus the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to Accrued Tax Amount, and minus the PurchasersFinal Closing Indebtedness, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by minus (B) 3.36the sum of the Estimated Closing Working Capital, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreementminus the Estimated Closing Accrued Tax Amount, and if Purchasers would otherwise be requiredminus the Estimated Closing Indebtedness. If the Post-Closing Adjustment is a positive number, but for this proviso, Parent shall pay (or shall cause the Surviving Corporation to issue more shares, then such additional amount owed pay) to Sellers shall be paid the Stockholders (on a pro rata basis in cash in accordance with their respective Participating Percentages) an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36Post-Closing Adjustment. If the Estimated Net Working Capital Post-Closing Adjustment is greater than the Final Closing Net Working Capitala negative number, then the Sellers Parent shall return be entitled to Purchasers for cancellation the number payment of Hercules Shares (rounded to the nearest whole share) an amount equal to the quotient of (A) such excess, divided by (B) 3.36Post-Closing Adjustment from the Escrow Account.

Post-Closing Adjustment. (a1) Not more than The Cash Purchase Price shall be subject to adjustment after the Closing Date as specified in this Section 1.3. (2) Within one hundred twenty (20120) days after following the Closing Date, Purchasers Buyer shall deliver cause PriceWaterhouseCoopers LLP ("Buyer's Accountant") to Sellers a certificate audit the Company's books to determine the accuracy of an authorized officer setting the information set forth Purchasers’ calculation, on the Closing Financial Certificate (the "Post-Closing Audit"). The parties acknowledge and agree that for purposes of determining the net worth of the Company as of the Closing Date, the value of the assets of the Company shall, except with the prior written consent of Buyer and Stockholder, be calculated as provided in the last paragraph of Section 6.9. Within five (5) days after completion of the Post-Closing Audit, Buyer shall deliver a written notice (the "Financial Adjustment Notice") to the Stockholder, setting forth (i) the determination made by Buyer's Accountant of the actual Company net worth (i.e. total assets minus total liabilities) as of the Closing Date (the "Actual Company Net Worth") and if the Actual Company Net Worth is in excess of the Net Working Capital (Worth Target, the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, as amount of the Closingactual Net Worth Increase, for (i) cash and cash equivalents included in the Purchased Assetsprovided that such actual Net Worth Increase shall be limited to a maximum of $500,000(the "Actual Net Worth Increase"), (ii) the amount of outstanding accounts receivable included the Cash Purchase Price that would have been payable at Closing pursuant to Section 1.2(c) or that would be payable after the Closing pursuant to Section 1.2(d) to reflect the Actual Net Worth Increase, if any, in each case had the Purchased AssetsActual Company Net Worth been reflected on the Closing Financial Certificate instead of the Certified Closing Net Worth, and (iii) if there is no Actual Net Worth Increase, the amount by which the Cash Purchase Price would have been reduced at Closing had the Actual Company Net Worth been used in the calculations pursuant to Section 1.2(c) (the "Purchase Price Reduction") and (iv) if there is an Actual Net Worth Increase, the amount thereof to be paid after the Closing. The Purchase Price Reduction shall take account of Assumed Liabilities described in the reduction, if any, to the Cash Purchase Price already taken pursuant to Section 2.7(a1.2(c)(i). (b3) If within ten (10The Stockholder shall have thirty(30) days following delivery from the receipt of the Proposed Closing Financial Adjustment Notice to notify Buyer if the Stockholder disputes such Financial Adjustment Notice. If Buyer has not received notice of such a dispute within such thirty(30) day period, (i) if there is no Actual Net Working Capital calculation Sellers have not given Purchasers Worth Increase, Buyer shall be entitled to receive from the Stockholder (which may, at Buyer's sole discretion, be from the Pledged Assets as defined in Section 1.4) the Purchase Price Reduction, and (ii) if there is an Actual Net Worth Increase, the Stockholder shall be entitled to receive from the Buyer, the amount of the Actual Net Worth Increase, in each case within five (5) days after the earlier to occur of (x) expiration of such thirty (30) day period, or (y) written notice from Stockholder of their objection the acceptability of the Financial Adjustment Notice. If, however, the Stockholder has delivered notice of such a dispute to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s))Buyer within such thirty(30) day period, then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) Buyer and Stockholder shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail use their good faith efforts to resolve the issues outstanding with respect such dispute, but if they have been unable to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers do so within twenty (20) days of the submission to the Independent Accountants receipt of Stockholder's notice of dispute, then KPMG Peat Marwick, an independent accounting firm that has not represented any of the issues remaining in disputeparties hereto within the preceding two (2) years, shall constitute be engaged to review the “Final Company's books, Closing Financial Certificate and Financial Adjustment Notice(and related information) to determine the amount, if any, of the Purchase Price Reduction, and the amount, if any, of the Actual Net Working Capital,” Worth Increase. The independent accounting firm shall make its determination of the Purchase Price Reduction, if any, and the Actual Net Worth Increase, if any, within thirty(30) days of its selection. The determination of the independent accounting firm shall be final, final and binding and conclusive on the Parties parties hereto, and upon such determination (i) if there is no Actual Net Worth Increase, the Buyer shall be used entitled to receive from the Stockholder (which may, at Buyer's sole discretion, be from the Pledged Assets as defined in computing Section 1.4) the Adjustment Amount. The costs Purchase Price Reduction and fees related (ii) if there is an Actual Net Worth Increase, the Stockholder shall be entitled to such determination by receive from Buyer the Independent Accountantsamount of the Actual Net Worth Increase, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then in each case within five (5) Business Days days after the final determination is reported by such independent accounting firm. The costs of such Final the independent accounting firm shall be borne proportionately by Buyer and the Stockholder based on the differential amounts of their respective determinations of the Company's net worth at Closing from the determination of the independent accounting firm, or equally by Buyer and the Stockholder in the event that the determination by the independent accounting firm is equidistant between the Certified Closing Net Working Capital being provided to Worth and the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Actual Company Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36Worth.

Post-Closing Adjustment. (a) Not more less than twenty three (203) days after Business Days prior to the Closing Date, Purchasers the Company shall deliver to Sellers the Purchaser (i) an unaudited balance sheet prepared as a certificate good faith estimate of an authorized officer setting forth Purchasers’ calculation, the Company’s balance sheet as of immediately prior to the Effective Time (the “Estimated Closing Balance Sheet”), (ii) based on the Estimated Closing Balance Sheet, a statement, certified by the Chief Executive Officer or Vice President of Finance of the Company, detailing the Company’s calculation of (A) the Closing DateCash (the “Estimated Closing Cash”), (B) the Closing Indebtedness (the “Estimated Closing Indebtedness”), and (C) the Net Working Capital (such statement, the “Estimated Closing Statement,” and the calculation of the Net Working Capital (as set forth in the Estimated Closing Statement, the “Proposed Estimated Closing Net Working Capital”). Such , (iii) a statement shall include separate line items(the “Estimated Transaction Expense Statement”), as certified by the Chief Executive Officer or Vice President of Finance of the ClosingCompany, for (i) cash and cash equivalents included in setting forth the Purchased Assets, (ii) Company’s good faith estimate of the amount of outstanding accounts receivable included in Unpaid Transaction Expenses (the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)“Estimated Unpaid Transaction Expenses”), then the Proposed Closing Net Working Capital calculated by Purchasers (or including an itemized list identifying each Person entitled to receive payment of any portion of the calculation Estimated Unpaid Transaction Expenses, the total amount owed to which Sellers do not object) shall constitute such Person, a description of the “Final Closing Net Working Capital,” shall be binding nature of expenses owed to such person and conclusive on payment instructions for the Parties. (c) If Sellers give Purchasers timely notice payment of objectionsuch Estimated Unpaid Transaction Expenses, and if Sellers and Purchasers fail to resolve (iv) any additional information reasonably requested by the issues outstanding Purchaser with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national amounts or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as calculations set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to Estimated Closing Balance Sheet, the Independent Accountants of Estimated Closing Statement or the issues remaining in dispute, shall constitute the “Final Estimated Transaction Expense Statement. The Estimated Closing Net Working Capital,” Balance Sheet shall be final, binding and conclusive on the Parties and shall be used (i) calculated in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations a manner consistent with the Independent Accountants with respect to the terms and conditions accrual method accounting (except as otherwise Table of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36.Contents

Post-Closing Adjustment. (a) Not more than twenty Within five (205) business days after the Final Closing DateDate Balance Sheet is agreed to by Sellers' Representative and Buyer or is determined by the Neutral Auditor, Purchasers the Adjusted Purchase Price shall deliver to Sellers a certificate of an authorized officer setting forth Purchasers’ calculation, as of be (i) decreased dollar-for-dollar by the amount that the Final Closing Date, of the Date Net Working Capital (is less than the “Proposed Closing Date Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, ; (ii) increased dollar-for-dollar by the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Date Net Working Capital is greater than the Estimated Closing Date Net Working Capital; and (iii) decreased or increased, as appropriate, by the amount by which the Cash is less or more, respectively, than the amount thereof on the Effective Date as determined by reference to the Final Closing Balance Sheet. The amount of any decrease to the Adjusted Purchase Price pursuant to this Section 2.3(a) shall be paid, jointly and severally, by Sellers to Buyer; provided, however, that if Sellers do not pay such amount, Buyer shall have the right, in its sole discretion, to request such amount be paid from the Escrow Amount by submission of a claim by Buyer to the Escrow Agent pursuant to the Escrow Agreement. Sellers hereby direct Buyer to pay the amount of any increase to the Adjusted Purchase Price pursuant to this Section 2.3(a) by wire transfer in immediately available funds to a United States bank account or accounts designated by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP as set forth in Schedule 2.2(a). (i) As soon as practicable, and in any event within 60 days after the Closing Date, Sellers shall, at their cost and expense, cause the Company's Accountant to prepare (A) a balance sheet of the Company as of the Effective Date, determined on a pro forma basis as if the parties hereto had not consummated the transactions contemplated by this Agreement and prepared on an accrual basis in accordance with GAAP and the provisions of this Section 2.3(b); provided, however, consistent with the determination of the Net Working Capital then within five Adjustment, the Closing Date Balance Sheet shall take into account any New Hampshire Business Profits taxes of the Company relating to the Section 338(h)(10) Election (5the "Closing Date Balance Sheet") Business Days and (B) a schedule of the Closing Date Net Working Capital. In connection with the preparation of the Closing Date Balance Sheet, Buyer may have Ernst & Young LLP, their nationally recognized independent accounting firm ("Buyer's Accountant") be present during and accompany the Company's Accountant in the physical inventory counting (which shall begin on April 30, 2005, and the results of such Final physical inventory counting shall be rolled forward or back to the Effective Date; provided, however, the Company's Accountant and Buyer's Accountant may mutually agree to other agreed upon procedures for determination of the Closing Date Balance Sheet inventory in lieu of a physical inventory count, including, any procedures to roll-forward or roll-back the inventory balance from the most recent physical inventory reviewed by the Company's Accountant). For purposes of this Agreement, GAAP shall mean GAAP applied on a basis consistent with the December Balance Sheet and related statements of operations and cash flows (except for footnotes and other presentation items). Sellers and Company's Accountant, shall have reasonable access during normal business hours to the books and records and appropriate employees of the Company, to the extent reasonably required to complete the Closing Date Balance Sheet. (ii) The accounting policies, methods and practices and their related applications used by the Company's Accountant to prepare the Closing Date Balance Sheet and the schedule of Closing Date Net Working Capital being provided shall be consistent with those underlying the December Balance Sheet, provided, however, that reserve amounts may only be changed and adjusted to reflect actual changes in the facts and circumstances upon which such reserves are based, and without giving effect to the Purchaserstransactions contemplated by this Agreement. In the event that during the audit, the Purchasers shall issue to Sellers the number of shares (rounded Company's Accountant determines that a change to the nearest whole share) of Hercules Common Stock equal accounting policies, methods or practices is warranted in order for the Company's Accountant to render an opinion on the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more sharesClosing Date Balance Sheet, then such additional amount owed to Sellers change in accounting policies, methods or practices shall be paid in cash in an amount equal applied on a consistent basis to the number of shares exceeding 22,321,425 multiplied by $3.36. If December Balance Sheet and the Estimated Base Net Working Capital is greater than shall be adjusted accordingly. (iii) The Closing Date Balance Sheet shall be accompanied by the Final report of the Company's Accountant, which shall state that the Closing Date Balance Sheet presents fairly in all material respects the financial condition of the Company at the Closing Date in conformity with GAAP as defined in this Section 2.3(b). Sellers and Company's Accountant, shall have reasonable access during normal business hours to the books and records and appropriate employees of the Company, to the extent reasonably required to complete the Closing Date Balance Sheet. (c) After receipt of the Closing Date Balance Sheet and the schedule of Closing Date Net Working Capital, then the Sellers Buyer and Buyer's Accountant shall return have 30 days to Purchasers for cancellation the number of Hercules Shares (rounded review them. Buyer and Buyer's Accountant shall have reasonable access during normal business hours to the nearest whole share) equal books and records of the Company and the workpapers of the Company's Accountant and appropriate employees of the Company's Accountant, to the quotient extent reasonably required to complete their review of the Closing Date Balance Sheet and the schedule of Closing Date Net Working Capital. All fees, costs and expenses incurred by Buyer relating to Buyer's review of the Closing Date Balance Sheet and the schedule of Closing Date Net Working Capital shall be borne by Buyer. Unless Buyer delivers notice to the Sellers' Representative on or prior to the 30th day after receipt of the Closing Date Balance Sheet specifying in reasonable detail all disputed items and the basis therefore (Athe "Objection Notice"), the parties shall be deemed to have accepted and agreed to the Closing Date Balance Sheet and the schedule of Closing Date Net Working Capital. If Buyer so notifies the Sellers' Representative of any objections to the Closing Date Balance Sheet, the parties shall, within 30 days following the date of such notice (the "Resolution Period"), attempt to resolve their differences and any resolution by them as to any disputed amount shall be final, binding, conclusive and non-appealable for all purposes under this Agreement. (d) If at the conclusion of the Resolution Period the parties have not reached an agreement on Buyer's objections, then all amounts remaining in dispute may, at the election of any party, be submitted to a mutually acceptable nationally recognized independent accounting firm, other than the Company's Accountant and Buyer's Accountant (the "Neutral Auditor"). Each party agrees to execute, if requested by the Neutral Auditor, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditor shall be borne equally by Sellers (on the one hand) and Buyer (on the other hand); provided, however, that Buyer shall bear all of such excess, divided by (B) 3.36.fees and expenses if the Neutral Auditor determines

Post-Closing Adjustment. (a) Not more than twenty Within sixty (2060) calendar days after following the Closing Date, Purchasers SBI at its own expense, shall deliver cause PricewaterhouseCoopers ("SBI's Accountant") to Sellers a certificate audit (the "Post-Closing Audit") the books of an authorized officer setting AGI to determine the accuracy of the information set forth Purchasers’ calculationin the AGI Closing Financial Certificate (as defined in Section 9.2(j) herein). In the course of the Post-Closing Audit, SBI's Accountant shall apply generally accepted accounting principles consistently applied throughout the periods involved ("GAAP"), subject to the treatment of contingencies and direct ▇▇▇▇ receivables required by Section 7.9(d) of this Agreement. The Shareholders shall cooperate with SBI and SBI's Accountant in furnishing information, documents, evidence and other assistance to SBI's Accountant to facilitate the completion of the Post-Closing Audit. In the event that SBI's Accountant determines that (i) the actual Working Capital (as defined below) of AGI on the Closing Date was less than $1,000, (ii) AGI had long term liabilities on the Closing Date, of the Net Working Capital (the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and or (iii) the amount actual Tangible Net Worth (as defined below) of Assumed Liabilities described in Section 2.7(a). AGI on the Closing Date was less than $100,000 (beach of (i) If within ten - (10iii) days following delivery a "Financial Requirement Deficiency" and together "Financial Requirement Deficiencies") or that the actual Tangible Net Worth of AGI on the Proposed Closing Date was greater than $100,000 (such difference the "Excess Tangible Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)Worth"), then SBI shall promptly deliver a written notice to that effect with supporting documentation to the Proposed Shareholder Representative setting forth such Financial Requirement Deficiency or Deficiencies of AGI and/or any Excess Tangible Net Worth, as the case may be, on the Closing Net Working Capital calculated by Purchasers Date (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net "Adjustment Notice"). As used in this agreement, "Working Capital,” shall be binding " means current assets less current liabilities and conclusive on the Parties. "Tangible Net Worth" means total assets (cexcluding all intangible items) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountantsless total liabilities; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, also provided that, in no event shall Purchasers any receivables relating to loans to employees will be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36excluded from assets.

Post-Closing Adjustment. (ai) Not more If the Closing Net Worth Amount as reflected on the Final Closing Balance Sheet is determined to be less than twenty the Base Net Worth Amount, there will be a dollar-for-dollar downward adjustment of the Purchase Price, with Seller being obligated to pay Buyer the sum by which the Closing Net Worth Amount is less than the Base Net Worth Amount. If, however, the Closing Net Worth Amount as reflected on the Final Closing Balance Sheet is determined to be greater than the Base Net Worth Amount, there will be a dollar-for-dollar upward adjustment of the Purchase Price, with Buyer being obligated to pay Seller any sum by which the Closing Net Worth Amount exceeds the Base Net Worth Amount. (20ii) days The Purchase Price shall also be subject to adjustment after the Closing Date on account of the proration of water, electricity, gas, sewage and other utility charges and Taxes applicable to the Business and/or the Assets if and only to the extent such amounts are not reflected on the Final Closing Balance Sheet. (iii) If the Purchase Price is subject to adjustment pursuant to this Section 2.1(c), the required adjustment, together with interest on the amount being paid from the Closing Date to the date of payment at a rate per annum equal to the prime rate charged by Bank of America in effect on the Closing Date, Purchasers shall deliver to Sellers a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital (the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then paid within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, determination of the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided thatamount due. Any party may, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock its sole discretion, make a payment pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal Section 2.1(c) prior to the number final determination of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then Balance Sheet for the Sellers shall return purpose of reducing the interest it may be obligated to Purchasers for cancellation the number of Hercules Shares (rounded pay pursuant to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36provision.

Post-Closing Adjustment. (a) Not more No later than twenty (20) 120 days after the Closing DateDate (or such later date as mutually agreed by Buyer and Seller), Purchasers Buyer shall prepare and deliver to Sellers Seller (i) a certificate balance sheet of an authorized officer setting forth Purchasers’ calculation, the Company as of the Closing DateMeasurement Time (together with supporting documentation reasonably necessary for Seller to verify such balance sheet, the “Final Balance Sheet”), (ii) worksheets showing Buyer’s calculation of the: (A) Indebtedness of the Company as of the Measurement Time, plus the amount of any premiums, penalties, fees, make-whole payments or other charges incurred as a result of the payment thereof on the Closing Date as reflected in the applicable Payoff Letter (collectively, “Final Indebtedness”), (B) the amount of all Transaction Expenses unpaid as of the Measurement Time (“Final Transaction Expenses”), (C) Net Working Capital derived from the Final Balance Sheet (based upon, and subject to the adjustments set forth in, the definitions of Current Assets and Current Liabilities) (the “Proposed Closing Final Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (iiD) the amount of outstanding accounts receivable included in all Incremental Equity Capital, if applicable (the Purchased Assets“Final Incremental Equity Capital”), (E) the amount of all Gap Period Extraordinary Expenditures, if any (the “Final Gap Period Extraordinary Expenditures”), and (F) the Interim Tax Amount (the “Final Interim Tax Amount”) and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery Buyer’s calculation of the Proposed Final Closing Securities Payment, in each case, together with a worksheet showing the difference, if any, between any Estimated Closing Item and the corresponding Final Closing Item. The Final Balance Sheet, Final Indebtedness, Final Transaction Expenses, the Final Net Working Capital, the Final Closing Securities Payment, the Final Incremental Equity Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)if applicable), then the Proposed Closing Net Working Capital calculated by Purchasers Final Gap Period Extraordinary Expenditures (or any portion of if any), and the calculation to which Sellers do not object) shall constitute Final Interim Tax Amount (together, the “Final Closing Net Working Capital,” Items”) shall be binding prepared in good faith and conclusive on a basis consistent with the Parties. (c) Audited Financial Statements. Seller and its representatives shall be entitled to reasonable access during normal business hours to all books and records of the Company as may be reasonably requested by Seller for the purpose of this Section 2.4. Buyer and Seller shall promptly provide to each other all documents reasonably requested by the other to verify any of the items set forth in the Final Closing Items calculations. Seller shall have the right for 30 days following receipt of the Final Closing Items to object to any of the Final Closing Items or the calculation thereof. Any objection made by Seller shall be made in writing and shall set forth such objection in reasonable detail. Seller shall be deemed to have waived any rights to object under this Section 2.4 unless Seller furnishes its written objections to Buyer within such 30-day period. If Sellers give Purchasers timely notice of objectionSeller delivers an objection within such 30-day period, then Buyer and if Sellers and Purchasers fail Seller shall endeavor in good faith to resolve the issues outstanding with respect objections. If, at the end of a 15-day period from the date of delivery of any objection by Seller or such longer period as may be mutually agreed by Buyer and Seller, there are any objections that remain in dispute, then the remaining objections in dispute shall be submitted for resolution to the Proposed Closing Net Working Capital within ten (10) days Oklahoma City, Oklahoma offices of Purchasers’ receipt the accounting firm of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP Ernst & Young (the “Independent AccountantsClosing Item Arbitrator”) and, in connection with the engagement for resolution. If for such submission, Seller and Buyer shall execute any reason the Houston office of Deloitte LLP is unwilling to act engagement, indemnity and other agreements as the Independent Accountants, the Independent Accounts shall be Closing Item Arbitrator may reasonably require as a condition to such other recognized national or regional independent accounting firm mutually engagement in form and substance reasonably acceptable to Purchasers each of the Seller and Sellers. (d) If issues Buyer. The Closing Item Arbitrator shall determine the Final Closing Securities Payment as promptly as reasonably practicable after the objections that remain in dispute are submitted to the Independent Accountants Closing Item Arbitrator, but in any event within 30 days after such objections that remain in dispute are submitted to the Closing Item Arbitrator. If any objections are submitted to the Closing Item Arbitrator for resolution, (1i) each of Buyer and Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants Closing Item Arbitrator such work papers workpapers and other documents and information relating to the disputed issues such objections as the Independent Accountants Closing Item Arbitrator may request and are reasonably available to that Party (or its agents independent public accountants) and shall will be afforded the opportunity to present to the Independent Accountants Closing Item Arbitrator any material relating to the disputed issues determination of the matters in dispute and to discuss the issues such determination with the Independent AccountantsClosing Item Arbitrator, provided that neither Seller nor Buyer shall engage in any communication or correspondence with the Closing Item Arbitrator outside of the presence, or without the inclusion, of the other; (ii) the Closing Item Arbitrator must not adopt an amount of the Final Closing Securities Payment that is greater than the amount submitted by Seller or less than the amount submitted by Buyer; and (2iii) the determination by the Independent AccountantsClosing Item Arbitrator of the Final Closing Securities Payment, as set forth in a written notice to be delivered to both Buyer and Seller and Purchasers within twenty (20) days of by the submission to the Independent Accountants of the issues remaining in disputeClosing Item Arbitrator, shall constitute be made in accordance with this Agreement and the “Final Closing Net Working Capital,” Sample Balance Sheet and shall be final, binding and conclusive on the Parties parties and, absent manifest error, shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by a court having jurisdiction thereof. Buyer and Seller shall each bear their own legal fees and other costs in connection with any such objection; provided, however, that Buyer, on one hand, and Seller, on the other hand, shall bear one-half of the costs and expenses of the Closing Item Arbitrator. Notwithstanding anything in this Agreement to the contrary, the Closing Item Arbitrator and procedures set forth herein shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to sole method for resolving any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If disputes regarding the Final Closing Net Working Capital Securities Payment or the provisions of this Section 2.4, provided that this Section 2.4 shall not affect the respective rights of Buyer or Seller under ARTICLE IX. Following the final determination of the Final Closing Securities Payment pursuant to this Section 2.4, if the Final Closing Securities Payment is greater than the Estimated Net Working Capital Closing Securities Payment then Buyer shall pay to Seller the amount of the Final Adjustment Amount promptly (but in any event within five (5) Business Days of such the determination of the Final Closing Net Working Capital being provided to Securities Payment) or if the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital Closing Securities Payment is greater than the Final Closing Net Working CapitalSecurities Payment, then Seller shall pay to Buyer the Sellers shall return to Purchasers for cancellation amount of the number Final Adjustment Amount promptly (but in any event within five Business Days of Hercules Shares (rounded to the nearest whole share) equal to determination of the quotient of (A) such excess, divided by (B) 3.36Final Closing Securities Payment).

Post-Closing Adjustment. (a) Not more than twenty Within ninety (2090) calendar days after the Closing Date, Purchasers provided that such ninety (90) day period shall be automatically tolled during any period in which Sellers fail to afford, or cause its Affiliates to fail to afford, to Buyer access pursuant to Section 2.4(c), Buyer shall deliver to Sellers Seller Representative a certificate of an authorized officer statement (the “Closing Statement”) setting forth Purchasers’ calculationin reasonable detail Buyer’s good faith calculation (and attaching supporting schedules, as working papers and all other relevant material details to enable a review thereof by Seller Representative) of the following items (each a “Closing DateItem”): (i) Cash (as finally determined pursuant to this Section 2.4, of the Net “Final Cash”), (ii) Working Capital (as finally determined pursuant to this Section 2.4, the “Proposed Closing Net Final Working Capital”). Such statement shall include separate line items; (iii) the aggregate amount of Indebtedness as of the Effective Time (but in the case of clause (g) of the definition of Indebtedness, as of the Closing) (as finally determined pursuant to this Section 2.4, for “Final Indebtedness”); (iiv) cash and cash equivalents included in the Purchased Assetsaggregate amount of Transaction Expenses to the extent not paid prior to or at Closing (as finally determined pursuant to this Section 2.4, the “Final Transaction Expenses”), (iiv) the aggregate amount of Leakage (as finally determined pursuant to this Section 2.4, the “Final Leakage”), (vi) the Post-Effective Time Capital Contribution Reimbursement Amount (as finally determined pursuant to this Section 2.4, the “Final Post-Effective Time Capital Contribution Reimbursement Amount”), (vii) the aggregate amount of Reorganization Liabilities (as finally determined pursuant to this Section 2.4, the “Final Reorganization Liabilities”), and (viii) the resulting calculation of the Final Purchase Price. Buyer agrees that, following the Closing through the date that the Closing Statement becomes conclusive and binding upon the Parties in accordance with this Section 2.4, it will not (and will cause its Affiliates not to) take any actions with respect to any books, records, policies or procedures on which the Closing Statement is based or on which the Closing Statement is to be based that are materially inconsistent with or that would materially impede or delay the determination of the amount of outstanding accounts receivable included the Final Cash, the Final Working Capital, the Final Indebtedness, the Final Transaction Expenses, the Final Leakage or the preparation of the Dispute Notice (defined below) or the Closing Statement in the Purchased Assets, manner and (iii) utilizing the amount of Assumed Liabilities described in Section 2.7(a)methods required by this Agreement. (b) Seller Representative shall have thirty (30) calendar days after Seller Representative’s receipt of the Closing Statement (the “Review Period”) within which to review Buyer’s calculation of the Closing Items; provided that, the Review Period shall be automatically tolled during any period in which Buyer fails to afford, or causes the Acquired Entities to fail to afford, Seller Representative access required by Section 2.4(c) below. If Seller Representative disputes any of the Closing Items, Seller Representative shall notify Buyer in writing of its objection to such Closing Item(s) within ten the Review Period, together with a description in reasonable detail of the basis for and dollar amount of such disputed items (10in the case of the dollar amount, to the extent possible) (a “Dispute Notice”). The Closing Items, as set forth in the Closing Statement, shall become final, conclusive and binding on the Parties unless Seller Representative delivers to Buyer a Dispute Notice within the Review Period. If Seller Representative timely delivers a Dispute Notice, any amounts on the Closing Statement not objected to by Seller Representative in the Dispute Notice (or by Buyer as a result of the items disputed by Seller Representative in any such Dispute Notice) shall be final, conclusive and binding on the Parties, and Buyer and Seller Representative shall, within thirty (30) calendar days following delivery Buyer’s receipt of such Dispute Notice (the “Resolution Period”), use commercially reasonably efforts to attempt to resolve in writing their differences with respect to the matters set forth in the Dispute Notice (and any matters with respect to the Closing Items which Buyer is disputing as a result of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice matters set forth in the Dispute Notice, or any disputed matters arising out of their objection the foregoing) and any such resolution shall be final, conclusive and binding on the Parties. If, at the conclusion of the Resolution Period, any amounts remain in dispute, then each of Buyer and Seller Representative shall submit all items remaining in dispute to Ernst & Young LLP, or if it is unwilling or unable to serve then to a nationally recognized accounting firm mutually acceptable to Buyer and Seller Representative (as applicable, the “Valuation Firm”) for resolution by delivering within fifteen (15) calendar days after the expiration of the Resolution Period to the Proposed Closing Net Working Capital calculation (Valuation Firm their written position with respect to such items remaining in dispute. The fees and expenses of the Valuation Firm shall be allocated based upon the percentage which notice shall state the basis portion of Sellers’ objection(s))the contested amount not awarded to each Party bears to the amount actually contested by such Party in the written presentation to the Valuation Firm. For example, if Buyer claims an amount of $1,000, and if Seller Representative contests only $500 of the amount claimed by Buyer, and if the Valuation Firm ultimately resolves the dispute by awarding Buyer $300 of the $500 contested, then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion costs and expenses of the calculation Valuation Firm will be allocated 60% (i.e., 300/500) to Seller Representative and 40% (i.e., 200/500) to Buyer. The Valuation Firm shall determine, based solely on the submissions by Buyer and Seller Representative, and not by independent review, only those issues set forth in the Dispute Notice (and those raised by Buyer in response thereto) that remain in dispute and shall determine a value for any such disputed item which Sellers do not objectis equal to or between the final values proposed by Buyer and Seller Representative in their respective submissions. The Parties shall request that the Valuation Firm make a decision with respect to all disputed items within thirty (30) shall constitute calendar days after the “Final Closing Net Working Capital,” submissions of the Parties, as provided above, and in any event as promptly as practicable. The final determination with respect to all dispute items shall be set forth in a written statement by the Valuation Firm delivered to Buyer and Seller Representative and shall be final, conclusive and binding and conclusive on the PartiesParties except in the case of manifest error. Buyer and Seller Representative shall promptly execute any reasonable engagement letter requested by the Valuation Firm and shall each cooperate fully with the Valuation Firm, including by providing the information, data and work papers used by each Party and its Representatives (including accountants) to prepare or calculate the Closing Items, making its personnel and accountants reasonably available to explain any such information, data or work papers, so as to enable the Valuation Firm to make such determination as quickly and as accurately as practicable. (c) If Sellers give Purchasers timely notice From and after Seller Representative’s receipt of objectionthe Closing Statement until the Closing Items are finally determined pursuant to this Section 2.4, Sellers, their respective Affiliates and if their respective auditors, accountants and other Representatives shall be permitted reasonable access to the Acquired Entities and their auditors, accountants, personnel, books and records and any other documents or information reasonably requested by Seller Representative in connection with the review and analysis of the Closing Statement and the resolution of disputes in connection therewith (including the information, data and work papers used by Buyer or the Acquired Entities’ auditors or accountants to prepare and calculate the Closing Items). From and after Closing until the Closing Items are finally determined pursuant to this Section 2.4, Buyer, their respective Affiliates and their respective auditors, accountants and other Representatives shall be permitted reasonable access to the Sellers and Purchasers fail their auditors, accountants, personnel, books and records and any other documents or information reasonably requested by Seller Representative in connection with the preparation, review and analysis of the Closing Statement and the resolution of disputes in connection therewith (including the information, data and work papers used by Sellers their respective auditors or accountants to resolve prepare and calculate the issues outstanding with respect to the Proposed Estimated Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and SellersStatement). (d) If issues are submitted the Final Purchase Price exceeds the Initial Purchase Price (such excess amount, if any, the “Excess Amount”), within three (3) Business Days after the Final Purchase Price is finally determined pursuant to this Section 2.4, (i) Buyer shall, or shall cause the Company to, pay directly to Sellers, by wire transfer of immediately available funds to the Independent Accountants for resolutionaccount(s) designated by Seller Representative, (1) Seller and Purchasers shall furnish or cause to be furnished an aggregate amount equal to the Independent Accountants such work papers Excess Amount and other documents (ii) Buyer and information relating Sellers shall direct the Escrow Agent to release to Sellers, by wire transfer of immediately available funds to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2account(s) the determination designated by the Independent AccountantsSeller Representative, as set forth all funds in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and SellersEscrow Account. (e) If the Final Closing Net Working Capital Purchase Price is greater less than the Estimated Net Working Capital then Initial Purchase Price (such shortfall amount, if any, the “Shortfall Amount”), within five three (53) Business Days of such after the Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock Purchase Price is finally determined pursuant to this AgreementSection 2.4, Buyer and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in direct the Escrow Agent to release (i) to Buyer, by wire transfer of immediately available funds to the account designated by Buyer, an aggregate amount equal to the number Shortfall Amount (solely to the extent of shares exceeding 22,321,425 multiplied the funds available in the Adjustment Escrow Account) and (ii) to Sellers, by $3.36. If wire transfer of immediately available funds to the Estimated Net Working Capital is greater than account(s) designated by Seller Representative, any funds that remain in the Adjustment Escrow Account following the distribution contemplated by the preceding clause (i). (f) Any payments made pursuant to this Section 2.4 shall be deemed an adjustment to the Final Closing Net Working CapitalPurchase Price, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided extent permitted by (B) 3.36applicable Law.

Post-Closing Adjustment. Within three (a3) Not more than twenty (20) days Business Days after the Closing Date, Purchasers shall deliver earliest to Sellers a certificate of an authorized officer setting forth Purchasers’ calculation, as occur of: (A) the expiration of the Closing Cash Balance Adjustment Period, (B) the expiration of the Objection Deadline Date, if no Objection Notice is delivered by said date, (C) delivery by the Seller Representative of the Net Working Capital Acceptance Notice to Buyer and (D) the mutual or final resolution of any Unresolved Objections pursuant to Section 3.2(b) above, the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,Cash Adjustment Amount” shall be binding calculated and conclusive distributed to Buyer or the Paying Agent (on behalf of the Parties.Sellers), as applicable, as follows: (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (ei) If the Final Closing Net Working Capital Cash Balance is equal to the Estimated Closing Cash Balance the Cash Adjustment Amount shall be deemed to equal $0.00. (ii) If (A) an Estimated Closing Cash Balance Deficit existed at the Closing and (B) the Final Closing Cash Balance is less than the Estimated Closing Cash Balance, then the Cash Adjustment Amount shall be payable to Buyer and shall equal the amount of such shortfall. (iii) If (A) an Estimated Closing Cash Balance Deficit existed at the Closing and (B) the Final Closing Cash Balance is greater than the Estimated Net Working Capital Closing Cash Balance, then within five the Cash Adjustment Amount shall be payable to the Paying Agent (5on behalf of the Sellers) Business Days and shall equal the amount of such excess less the amount, if any, by which the Final Closing Net Working Capital being provided to Cash Balance exceeds the Purchasers, the Purchasers shall issue to Sellers the number of shares Closing Cash Balance Cap. (rounded to the nearest whole shareiv) of Hercules Common Stock equal to the quotient of If (A) such excess, divided by an Estimated Closing Cash Balance Surplus existed at the Closing and (B) 3.36, provided that, in no event shall Purchasers be required to issue more the Final Closing Cash Balance is less than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more sharesthe Estimated Closing Cash Balance, then such additional amount owed to Sellers the Cash Adjustment Amount shall be paid in cash in an payable to Buyer and shall equal the amount equal to of such shortfall less the number of shares exceeding 22,321,425 multiplied amount, if any, by $3.36. If which the Estimated Net Working Capital Closing Cash Balance exceeded the Closing Cash Balance Cap; provided, however, that if the Final Closing Cash Balance and the Estimated Closing Cash Balance are each greater than the Closing Cash Balance Cap, then the Cash Adjustment Amount shall be deemed to equal $0.00. (v) If (A) an Estimated Closing Cash Balance Surplus existed at the Closing and (B) the Final Closing Cash Balance is greater than the Final Estimated Closing Net Working CapitalCash Balance, then the Cash Adjustment Amount shall be payable to the Paying Agent (on behalf of the Sellers) and shall equal the amount of such excess less the amount, if any, by which the Final Closing Cash Balance exceeds the Closing Cash Balance Cap; provided, however, that if the Final Closing Cash Balance and the Estimated Closing Cash Balance are each greater than the Closing Cash Balance Cap, then the Cash Adjustment Amount shall be deemed to equal $0.00. Any Cash Adjustment Amount payable to the Sellers shall return to Purchasers for cancellation be increased by the number amount of Hercules Shares (rounded any VAT attributable to the nearest whole share) equal Seller Parties Transaction Expenses actually recovered by the Company prior to the quotient date of payment, if any, and the resulting amount shall be paid by Buyer in cash by wire transfer of immediately available funds to the Paying Agent or to the account or accounts otherwise designated by the Seller Representative in writing within three (A3) Business Days after the date on which the Final Closing Cash Balance Statement is finally determined. Any Cash Adjustment Amount payable to Buyer shall be decreased by the amount of any VAT attributable to the Seller Parties Transaction Expenses actually recovered by the Company prior to the date of payment, if any, and the resulting amount shall be set-off against the amount of the Closing Cash Balance Set-Off Amount in accordance with Section 2.5(b) of this Agreement; provided, however, that to the extent any Cash Adjustment Amount payable to Buyer is in excess of the Closing Cash Balance Set-Off Amount, then any such excess, divided by (Bexcess shall be set-off against the General Set-Off Amount in accordance with Section 2.5(b) 3.36of this Agreement.

Post-Closing Adjustment. (a) Not more Attached hereto as Section 2.10(a) of the Schedule of Exceptions sets forth a statement (the “Estimated Closing Statement”) containing the Company’s good faith estimates of Estimated Cash, Estimated Accounts Receivable, Estimated Accounts Payable, Closing Indebtedness, Company Expenses and Estimated WIP, in each case as of the close of business on the day immediately prior to the Closing Date, and a calculation of the Estimated Merger Consideration. The estimate of Estimated Cash, Estimated Accounts Receivable, Estimated Accounts Payable and Estimated WIP included in the Estimated Closing Statement and all computations and determinations related thereto shall be based on the Company’s books and records and other information available at the time and calculated in good faith in accordance with the principles set forth on Section 2.10(a) of the Schedule of Exceptions. (b) The Estimated Merger Consideration shall be, dollar for dollar: (i) increased in the event that the actual, final Cash as of the close of business on the day immediately prior to the Closing Date exceeds the Estimated Cash, or decreased in the event that the actual, final Cash as of the close of business on the day immediately prior to the Closing Date is less than twenty the Estimated Cash; (20ii) increased in the event that the actual, final Accounts Receivable as of the close of business on the day immediately prior to the Closing Date exceeds the Estimated Accounts Receivable, or decreased in the event that the actual, final Accounts Receivable as of the close of business on the day immediately prior to the Closing Date is less than the Estimated Accounts Receivable; (iii) increased in the event that the actual, final Accounts Payable as of the close of business on the day immediately prior to the Closing Date is less than the Estimated Accounts Payable, or decreased in the event that the actual, final Accounts Payable as of the close of business on the day immediately prior to the Closing Date exceeds the Estimated Accounts Payable; (iv) increased in the event that the actual, final Indebtedness as of the close of business on the day immediately prior to the Closing Date is less than the Estimated Indebtedness, or decreased in the event that the actual, final Indebtedness as of the close of business on the day immediately prior to the Closing Date exceeds the Estimated Indebtedness; (v) increased in the event that the actual, final WIP as of the close of business on the day immediately prior to the Closing Date exceeds the Estimated WIP, or decreased in the event that the actual, final WIP as of the close of business on the day immediately prior to the Closing Date is less than the Estimated WIP; and (vi) increased in the event that the actual, final Company Expenses as of the close of business on the day immediately prior to the Closing Date is less than the Estimated Company Expenses, or decreased in the event that the actual, final Company Expenses as of the close of business on the day immediately prior to the Closing Date exceeds the Estimated Company Expenses. Within ninety (90) days after the Closing Date, Purchasers Parent shall deliver cause to Sellers be prepared and delivered to the Stockholders’ Representative a certificate balance sheet of an authorized officer setting forth Purchasers’ calculation, the Company as of the close of 16 business on the day immediately prior to the Closing Date, of the Net Working Capital Date together with (i) a statement (the “Proposed Final Closing Net Working CapitalStatement”) containing Parent’s determination of the actual amounts of Cash, Accounts Receivable, Accounts Payable, Indebtedness, WIP and Company Expenses, in each case as of the close of business on the day immediately prior to the Closing Date and (ii) a calculation of any adjustments to the Estimated Merger Consideration based on such calculations (the result of such calculation being the “Merger Consideration”). Such statement shall include separate line itemsThe calculation of Cash, as of the ClosingAccounts Receivable, for (i) cash Accounts Payable and cash equivalents WIP included in the Purchased Assets, (iiFinal Closing Statement and all computations and determinations related thereto shall be prepared in accordance with the principles set forth on Section 2.10(a) of the amount Schedule of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a)Exceptions. (bc) If within ten (10) Within 30 days following delivery of the Proposed Final Closing Net Working Capital calculation Sellers have not given Purchasers Statement to the Stockholders’ Representative, the Stockholders’ Representative shall deliver or cause to be delivered a written notice to Parent of their objection any dispute the Stockholders’ Representative has with respect to the Proposed preparation or content of the Final Closing Net Working Capital calculation (Statement, which written notice shall state specify with reasonable specificity and in reasonable detail the item(s) disputed and the basis for the dispute. The Stockholders’ Representative shall not dispute the accounting principles and adjustments used in preparing the Final Closing Statement and Merger Consideration if such principles and adjustments are, in the Stockholders’ Representative’s sole opinion, consistent with Section 2.10(a) of Sellersthe Schedule of Exceptions. If the Stockholders’ objection(s))Representative does not so notify Parent of a dispute with respect to the Final Closing Statement within such 30-day period, such Final Closing Statement will be final, conclusive and binding on the Parties. In the event of such notification of a dispute, Parent and the Stockholders’ Representative shall negotiate in good faith to resolve such dispute. If Parent and the Stockholders’ Representative, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after the Stockholders’ Representative notifies Parent of its objections, then Parent and the Proposed Closing Net Working Capital calculated Stockholders’ Representative jointly shall engage an independent certified public accounting firm that is not presently providing and has not provided either party or their Affiliates with services in the last two years as mutually agreed upon by Purchasers Parent and the Stockholders’ Representative (or any portion the “Independent Accounting Firm”) to resolve such dispute. As promptly as practicable thereafter, Parent and the Stockholders’ Representative shall each prepare and submit a presentation to the Independent Accounting Firm (collectively, the “Dispute Presentations”). As soon as practicable thereafter, Parent and the Stockholders’ Representative shall cause the Independent Accounting Firm to resolve only those items remaining in dispute between the parties in accordance with the provisions of this Section 2.10 within the range of the calculation to which Sellers do not object) shall constitute difference between Parent’s position with respect thereto and the “Final Closing Net Working Capital,” Stockholders’ Representative’s position with respect thereto based solely upon the information set forth in the Dispute Presentations. The costs of any fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the parties in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. All determinations made by the Independent Accounting Firm will be final, conclusive and binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted the Merger Consideration (as finally determined pursuant to Section 2.10(c)) is less than the Independent Accountants for resolutionEstimated Merger Consideration, (1) Seller and Purchasers then the Stockholders’ Representative shall furnish pay or cause to be furnished paid to Parent an amount equal to such shortfall. If the amount of such shortfall is less than or equal to ten percent (10%) of the Holdback Amount, then such amount shall be retained from the Holdback Amount by the Parent. Otherwise, such shortfall amount shall be paid no later than five (5) business days following the date on which the Merger Consideration is finally determined pursuant to Section 2.10(c) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent to the Independent Accountants such work papers and other documents and information relating Stockholder’s Representative prior to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to date such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellerspayment is due hereunder. (e) If the Final Closing Net Working Capital Merger Consideration (as finally determined pursuant to Section 2.10(c)) is greater than the Estimated Net Working Capital Merger Consideration, then within Parent shall pay or cause to be paid an amount in cash equal to such excess to the Stockholders’ Representative for the benefit of the Company Stockholders. Such amount shall be paid by Parent no later than five (5) Business Days business days following the date on which the Merger Consideration is finally determined pursuant to Section 2.10(c) by wire transfer of such Final Closing Net Working Capital being provided immediately available funds to an account or accounts designated in writing by the Stockholders’ Representative to Parent prior to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) date such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital payment is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36due hereunder.

Post-Closing Adjustment. If (a) Not more the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount exceeds (b) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount, then U.S. Buyer shall pay Sellers the amount of such excess by wire transfer of immediately available funds to Sellers’ Accounts. If (a) the Estimated Net Working Capital Amount plus the Conclusive Rebate Amount exceeds (b) the Net Working Capital on the Conclusive Net Working Capital Statement plus the Estimated Rebate Amount, then Sellers shall, and Sellers and U.S. Buyer shall provide written instructions to the Escrow Agent to, remit to U.S. Buyer the amount of such excess out of the Net Working Capital Escrow Amount and, in the event such excess, if any, exceeds the Net Working Capital Escrow Amount held in the Escrow Account, then Sellers shall pay U.S. Buyer the amount of such excess by wire transfer of immediately available funds to a bank account designated by U.S. Buyer in writing at least three Business Days prior to the date of such payment. All payments to be made pursuant to this Section 2(h)(vi) shall be made no later than twenty (20) days after the Closing Datesecond Business Day following the date on which U.S. Buyer and Sellers agree, Purchasers or are deemed to have agreed to, or the Neutral Arbitrator delivers, the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount. Following the determination of the Conclusive Net Working Capital Statement and the Conclusive Rebate Amount and the payment of any amount required pursuant to this Section 2(h)(vi), the Parties shall deliver cause the Escrow Agent to remit to Sellers a certificate of an authorized officer setting forth Purchasers’ calculationthe remaining balance, as of the Closing Dateif any, of the Net Working Capital (Escrow Amount remaining under the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to Escrow Agreement (i.e., the Proposed Closing remaining Net Working Capital calculation (which notice shall state Escrow Amount, if any, together with all accrued investment income or interest on the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion Escrow Amount), all in accordance with the provisions of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and SellersEscrow Agreement. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36.

Post-Closing Adjustment. (a) Not more than twenty (20) days after Subject to the resolution of all disputes, if any, regarding the Closing Date, Purchasers shall deliver to Sellers a certificate of an authorized officer setting forth Purchasers’ calculation, as of Statement and the Closing DateDate Balance Sheet in accordance with Section 1.6(b) above, of the Consideration shall be further adjusted to the extent that the final Net Working Capital Amount as determined in clause “(b)” above is: (i) less than Estimated Net Working Capital Amount minus $100,000 (the “Target Working Capital Minimum”) or (ii) greater than Estimated Net Working Capital Amount plus $100,000 (the “Target Working Capital Maximum” and such adjustment as reflected in clauses “(i)” and “(ii)”, the “Post-Closing Adjustment”). If the Net Working Capital Amount is less than the Target Working Capital Minimum, then the Consideration will be decreased on a dollar-for-dollar basis by the amount by which the Target Working Capital Minimum exceeds the final Net Working Capital Amount (the “Proposed Shortfall Post-Closing Net Working CapitalAdjustment”). Such statement ) and the Escrow Agent shall include separate line items, as release the amount of the ClosingShortfall Post-Closing Adjustment to Buyer from the Escrow Funds in satisfaction thereof; provided, for however, that notwithstanding the foregoing, to the extent the Shortfall Post-Closing Adjustment exceeds the lesser of (i) cash and cash equivalents included in the Purchased Assets, $200,000 or (ii) the amount of outstanding accounts receivable included the remaining Escrow Funds, Seller shall pay such excess amount in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection cash funds to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then Buyer within five (5) Business Days of such Final after the date on which the Closing Statement and the Closing Date Balance Sheet are determined to be final pursuant to Section 1.6(b) above. If the Net Working Capital being provided Amount is greater than the Target Working Capital Maximum, then the Consideration will be increased on a dollar-for-dollar basis by the amount by which the final Net Working Capital Amount exceeds the Target Working Capital Maximum (the “Surplus Post-Closing Adjustment”), and Buyer shall, within five (5) Business Days after the date on which the Closing Statement and the Closing Date Balance Sheet are determined to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock final pursuant to this AgreementSection 1.6(b) above, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in pay cash funds in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Surplus Post-Closing Net Working Capital, then the Sellers shall return Adjustment to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36Seller.

Post-Closing Adjustment. If the Final Adjusted Net Working Capital (aas determined in accordance with this Section 1.3) Not more is greater than twenty the Adjusted Net Working Capital Benchmark, the Members shall be entitled to receive (20in accordance with the Member Allocation) days after from Parent, in cash and without interest thereon, an amount equal to the Closing Dateamount by which the Final Adjusted Net Working Capital exceeds the Adjusted Net Working Capital Benchmark on a dollar-for-dollar basis. If the Final Adjusted Net Working Capital is less than the Adjusted Net Working Capital Benchmark (such amount, Purchasers the “Working Capital Shortfall”), Parent shall deliver be entitled to Sellers receive from each Member, in cash and without interest thereon, an amount equal to its pro rata share determined in accordance with the Member Allocation) of the amount by which the Adjusted Net Working Capital Benchmark exceeds the Final Adjusted Net Working Capital on a certificate dollar-for-dollar basis. For purposes of an authorized officer setting forth Purchasers’ calculationthis Section 1.3, “Adjusted Net Working Capital Benchmark” shall mean a normalized level of Adjusted Net Working Capital of the Company and the Company Subsidiaries as of the Closing Date, taking into account the historical operation of the business in the ordinary course and adjusting for Expenses paid or accrued as of the Closing as agreed upon by the Parties acting in good faith, provided, however, in the event Closing shall have not occurred by March 31, 2011, the Parties shall negotiate in good faith to adjust the Adjusted Net Working Capital (Benchmark. Any payment required by this Section 1.3(c) to be paid to the “Proposed Closing Net Working Capital”). Such statement Members shall include separate line itemsbe paid by wire transfer to the account designated by the Member Representatives and, as of with respect to any payment required by this Section 1.3(c) to be paid to Parent, shall be paid by wire transfer to the Closingaccount designated by Parent, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery after final determination of the Proposed Closing Final Net Working Capital calculation Sellers have not given Purchasers written notice of their objection in accordance with this Section 1.3. Any adjustments to the Proposed Closing Net Working Capital calculation (which notice shall state Cash Consideration and/ or the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” Equity Consideration under this Section 1.3 shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect deemed an adjustment to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and SellersMerger Consideration. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36.

Post-Closing Adjustment. (ai) Not more than twenty Within ninety (2090) days after the Closing Date, Purchasers the Buyer Parties shall prepare and deliver to Sellers the Sellers’ Representative a certificate of an authorized officer statement setting forth Purchasers’ calculationits calculation of Closing Working Capital, which statement shall contain a balance sheet of the Companies and their Subsidiaries as of the Closing DateDate (without giving effect to the transactions contemplated herein), a calculation of the Net Closing Working Capital (the “Proposed Closing Net Working CapitalCapital Statement”). Such statement shall include separate line items) and a certificate of each Chief Financial Officer (or equivalent) of the Buyer Parties that the Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end as if such Closing Working Capital Statement was being prepared and audited as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, a fiscal year end. (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” The post-closing adjustment shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36Closing Working Capital minus the Estimated Closing Working Capital (the “Post-Closing Adjustment”). If the Estimated Net Working Capital Post-Closing Adjustment is greater than finally determined to be a positive number, the Final Closing Net Working CapitalCash Portion and, then accordingly, the Sellers Purchase Price, shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) be increased by an amount equal to Post-Closing Adjustment. If the quotient Post-Closing Adjustment is a negative number, the Closing Cash Portion and, accordingly, the Purchase Price, shall be reduced by the amount of (A) such excess, divided by (B) 3.36the Post-Closing Adjustment.

Post-Closing Adjustment. (a) Not more than twenty (20) Within 120 calendar days after the Closing Date, Purchasers shall Buyer will deliver to Sellers Cannabist a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital statement (the “Proposed Closing Net Working CapitalStatement”). Such statement shall include separate line items, as ) setting forth Buyer’s calculation of the Closing, for following items (each a “Closing Item”): (i) cash and cash equivalents included in the Purchased AssetsCash (as finally determined pursuant to this Section 2.4, “Final Cash”), (ii) Working Capital (as finally determined pursuant to this Section 2.4, “Final Working Capital”) (provided, that in no event will the amount of outstanding accounts receivable included Final Working Capital be deemed to be greater than $500,000 more than the Target Working Capital; provided, further, that in the Purchased Assetsevent the Final Working Capital would be more than $500,000 more than the Target Working Capital but for the proviso contained herein, and the Final Working Capital shall be deemed to equal $500,000 more than the Target Working Capital); (iii) the aggregate amount of Assumed Liabilities described in Indebtedness of the Company as of immediately prior to the Closing (as finally determined pursuant to this Section 2.7(a2.4, “Final Indebtedness”); (iv) the aggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.4, “Final Transaction Expenses”), (v) the aggregate amount of Transaction Payments (as finally determined pursuant to this Section 2.4, “Final Transaction Payments”) and (vi) the resulting Purchase Price (as finally determined pursuant to this Section 2.4, the “Final Purchase Price”). (b) If within ten (10) Cannabist shall have 30 calendar days following delivery of the Proposed to dispute in writing any Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Item, after which time any undisputed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” Items shall be final, conclusive and binding and conclusive on the Parties. If Cannabist timely disputes any Closing Item, Buyer and Cannabist shall, for a period of 20 calendar days thereafter, use commercially reasonable and good faith efforts to attempt to resolve their differences in respect thereof; provided, that at any time after such 20 day period, either Buyer or Cannabist may elect to have ▇▇▇▇▇▇ LLP (the “Valuation Firm”) resolve any Closing Items that remain in dispute, in which event Buyer and Cannabist will instruct the Valuation Firm to deliver within 45 calendar days after appointment (or such other time period mutually agreed upon by ▇▇▇▇▇ and Cannabist) a written statement setting forth its determination, which statement shall be final, conclusive and binding on the Parties, absent manifest error, and shall be enforceable as an arbitration award in any court of competent jurisdiction under the Federal Arbitration Act or its state law equivalents. All fees and expenses relating to the work, if any, to be performed by the Valuation Firm will be borne by Buyer and the Members, respectively, in the proportion that the aggregate dollar amount of the disputed Closing Items submitted to the Valuation Firm by Buyer or Cannabist that are unsuccessfully disputed by it (as finally determined by the Valuation Firm) bears to the aggregate dollar amount of disputed Closing Items submitted by Buyer and Cannabist. Except as provided in the preceding sentence, all other costs and expenses incurred by ▇▇▇▇▇ and Cannabist in connection with resolving any dispute hereunder before the Valuation Firm will be borne by the Party incurring such cost and expense. The Valuation Firm shall determine only those Closing Items submitted to the Valuation Firm and its determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Valuation Firm will be based solely on presentations with respect to such disputed Closing Items by ▇▇▇▇▇ and Cannabist to the Valuation Firm and not on the Valuation Firm’s independent review. Buyer and Cannabist shall use their commercially reasonable efforts to make their respective presentations as promptly as practicable following submission to the Valuation Firm of the disputed Closing Items (but in no event later than 15 days after engagement of the Valuation Firm), and each of Buyer and Cannabist will be entitled, as part of its presentation, to respond to the presentation of the other and any questions and requests of the Valuation Firm. In deciding any matter, the Valuation Firm (i) will be bound by the provisions of this Section 2.4 and (ii) absent manifest error, may not assign a value to any disputed Closing Item greater than the greatest value for such Closing Item claimed by either Buyer or Cannabist or less than the smallest value for such Closing Item claimed by Buyer or Cannabist. Notwithstanding anything to the contrary contained herein, at any time Buyer and Cannabist may agree to settle any Closing Item dispute, including any dispute submitted to the Valuation Firm, which agreement shall be in writing and final, conclusive and binding upon all of the Parties with respect to the subject matter of any such dispute so resolved; provided, that Buyer and Cannabist shall provide a copy of such agreement to the Valuation Firm and shall instruct the Valuation Firm not to resolve such dispute, it being agreed that if the Valuation Firm nonetheless resolves such dispute for any reason, the agreement of Buyer and Cannabist shall control. (c) If Sellers give Purchasers timely notice the Final Purchase Price exceeds the Estimated Purchase Price (such excess amount, if any, the “Excess Amount”), then within ten days following the determination of objectionthe Final Purchase Price, and if Sellers and Purchasers fail the Buyer shall pay to resolve the issues outstanding with respect each Member such Member’s Pro Rata Share of such Excess Amount by wire transfer of immediately available funds to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit account designated in writing by the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellersapplicable Member. (d) If issues are submitted the Final Purchase Price is less than the Estimated Purchase Price (such shortfall amount, if any, the “Shortfall Amount”), then within ten days following the determination of the Final Purchase Price, Cannabist and the Members shall, jointly and severally, pay to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished Buyer such Shortfall Amount by wire transfer of immediately available funds to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination account designated in writing by the Independent Accountants, as set forth Buyer. Buyer may deduct any unpaid Shortfall Amount from the amount due to CC VA under the Promissory Note in a notice to be delivered to both Seller the order of interest due and Purchasers within twenty (20) days owing and then in the order of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellersmaturities. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock Any payments made pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers Section 2.4 shall be paid in cash in treated as an amount equal adjustment to the number of shares exceeding 22,321,425 multiplied Purchase Price by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capitalparties for Tax purposes, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided unless otherwise required by (B) 3.36applicable Law.

Post-Closing Adjustment. (a) Not more than twenty (20) Within 120 calendar days after the Closing Date, Purchasers shall Buyer will deliver to Sellers Cannabist a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital statement (the “Proposed Closing Net Working CapitalStatement”). Such statement shall include separate line items, as ) setting forth Buyer’s calculation of the Closing, for following items (each a “Closing Item”): (i) cash and cash equivalents included in the Purchased AssetsCash (as finally determined pursuant to this Section 2.4, “Final Cash”), (ii) Working Capital (as finally determined pursuant to this Section 2.4, “Final Working Capital”) (provided, that in no event will the amount of outstanding accounts receivable included Final Working Capital be deemed to be greater than $500,000 more than the Target Working Capital; provided, further, that in the Purchased Assetsevent the Final Working Capital would be more than $500,000 more than the Target Working Capital but for the proviso contained herein, and the Final Working Capital shall be deemed to equal $500,000 more than the Target Working Capital); (iii) the aggregate amount of Assumed Liabilities described in Indebtedness of the Company as of immediately prior to the Closing (as finally determined pursuant to this Section 2.7(a2.4, “Final Indebtedness”); (iv) the aggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.4, “Final Transaction Expenses”), (v) the aggregate amount of Transaction Payments (as finally determined pursuant to this Section 2.4, “Final Transaction Payments”) and (vi) the resulting Purchase Price (as finally determined pursuant to this Section 2.4, the “Final Purchase Price”). (b) If within ten (10) Cannabist shall have 30 calendar days following delivery of the Proposed to dispute in writing any Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Item, after which time any undisputed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” Items shall be final, conclusive and binding and conclusive on the Parties. If Cannabist timely disputes any Closing Item, Buyer and Cannabist shall, for a period of 20 calendar days thereafter, use commercially reasonable and good faith efforts to attempt to resolve their differences in respect thereof; provided, that at any time after such 20 day period, either Buyer or Cannabist may elect to have ▇▇▇▇▇▇ LLP (the “Valuation Firm”) resolve any Closing Items that remain in dispute, in which event Buyer and Cannabist will instruct the Valuation Firm to deliver within 45 calendar days after appointment (or such other time period mutually agreed upon by ▇▇▇▇▇ and Cannabist) a written statement setting forth its determination, which statement shall be final, conclusive and binding on the Parties, absent manifest error, and shall be enforceable as an arbitration award in any court of competent jurisdiction under the Federal Arbitration Act or its state law equivalents. All fees and expenses relating to the work, if any, to be performed by the Valuation Firm will be borne by Buyer and the Member, respectively, in the proportion that the aggregate dollar amount of the disputed Closing Items submitted to the Valuation Firm by Buyer or Cannabist that are unsuccessfully disputed by it (as finally determined by the Valuation Firm) bears to the aggregate dollar amount of disputed Closing Items submitted by Buyer and Cannabist. Except as provided in the preceding sentence, all other costs and expenses incurred by ▇▇▇▇▇ and Cannabist in connection with resolving any dispute hereunder before the Valuation Firm will be borne by the Party incurring such cost and expense. The Valuation Firm shall determine only those Closing Items submitted to the Valuation Firm and its determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Valuation Firm will be based solely on presentations with respect to such disputed Closing Items by ▇▇▇▇▇ and Cannabist to the Valuation Firm and not on the Valuation Firm’s independent review. Buyer and Cannabist shall use their commercially reasonable efforts to make their respective presentations as promptly as practicable following submission to the Valuation Firm of the disputed Closing Items (but in no event later than 15 days after engagement of the Valuation Firm), and each of Buyer and Cannabist will be entitled, as part of its presentation, to respond to the presentation of the other and any questions and requests of the Valuation Firm. In deciding any matter, the Valuation Firm (i) will be bound by the provisions of this Section 2.4 and (ii) absent manifest error, may not assign a value to any disputed Closing Item greater than the greatest value for such Closing Item claimed by either Buyer or Cannabist or less than the smallest value for such Closing Item claimed by Buyer or Cannabist. Notwithstanding anything to the contrary contained herein, at any time Buyer and Cannabist may agree to settle any Closing Item dispute, including any dispute submitted to the Valuation Firm, which agreement shall be in writing and final, conclusive and binding upon all of the Parties with respect to the subject matter of any such dispute so resolved; provided, that Buyer and Cannabist shall provide a copy of such agreement to the Valuation Firm and shall instruct the Valuation Firm not to resolve such dispute, it being agreed that if the Valuation Firm nonetheless resolves such dispute for any reason, the agreement of Buyer and Cannabist shall control. (c) If Sellers give Purchasers timely notice the Final Purchase Price exceeds the Estimated Purchase Price (such excess amount, if any, the “Excess Amount”), then within ten days following the determination of objectionthe Final Purchase Price, and if Sellers and Purchasers fail to resolve the issues outstanding with respect Buyer shall pay to the Proposed Closing Net Working Capital within ten (10) days Member such Excess Amount by wire transfer of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute immediately available funds to the Houston office of Deloitte LLP (account designated in writing by the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and SellersMember. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital Purchase Price is greater less than the Estimated Net Working Capital Purchase Price (such shortfall amount, if any, the “Shortfall Amount”), then within five (5) Business Days ten days following the determination of such the Final Closing Net Working Capital being provided Purchase Price, Cannabist and the Member shall, jointly and severally, pay to the Purchasers, the Purchasers shall issue to Sellers the number Buyer such Shortfall Amount by wire transfer of shares (rounded immediately available funds to the nearest whole share) account designated in writing by the Buyer. Buyer may deduct any unpaid Shortfall Amount from the amount due to CC VA under the Promissory Note in the order of Hercules Common Stock equal to interest due and owing and then in the quotient order of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36maturities.

Post-Closing Adjustment. (a) Not more than twenty (20) Within 90 days after the Closing Date, Purchasers Purchaser shall deliver to Sellers a certificate compute the amount of an authorized officer setting forth Purchasers’ calculation, as of the Leardata Adjusted Working Capital at the Closing Date and the Leardata Adjusted Net Worth at the Closing Date, and shall provide to the Pledging Shareholders, for the Pledging Shareholders' review and approval, its computations and working papers reflecting how such computations were made. If the Pledging Shareholders have any objections to the amount of the Leardata Adjusted Net Working Capital or Leardata Adjusted Net Worth determined by Purchaser, they will deliver detailed statements describing their objections to Purchaser within 30 days after receiving Purchaser's computations and working papers reflecting how Purchaser's 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 Purchaser has received the statements of objections, the dispute shall be referred to Deloitte & Touche LLP (the “Proposed Closing "Accountant") within 15 days following such 30-day period. The ---------- Accountant's determination of such Leardata Adjusted Working Capital and Leardata Adjusted Net Working Capital”)Capital shall be binding upon all parties. Such statement Purchaser and the Pledging Shareholders shall include separate line itemsuse their best efforts to aid the Accountant in reaching a decision within 30 days from the date the Accountant is so selected. Purchaser 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 of conclusively determined by the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a)Accountant. (b) If within ten (10) days following delivery of either the Proposed Closing Net Leardata Adjusted Working Capital calculation Sellers have not given Purchasers written notice of their objection at the Closing Date is less than $4.8 million or the Leardata Adjusted Net Worth at the Closing Date is less than $5.0 million, then, in such event, the Pledging Shareholders shall pay to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital Purchaser within ten (10) 10 business days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in a cash in an amount equal to the number greater of shares exceeding 22,321,425 multiplied by the following: (i) The difference between $3.36. If 4.9 million and the Estimated Net Leardata Adjusted Working Capital is greater than at the Final Closing Date; and (ii) The difference between $5.1 million and the Leardata Adjusted Net Working Capital, then Worth at the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36Closing Date.

Post-Closing Adjustment. (a) Not more than twenty (20) Within 30 days after the Closing Date, Purchasers Date Purchaser shall prepare and deliver to Sellers Seller a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital statement (the “Proposed Closing Net Working CapitalDate Statement”). Such statement shall include separate line items, as of the Closing, for ) setting forth (i) cash and cash equivalents included in the Purchased Assets, Repaid Principal Amount for each Company Loan; (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and Accrued Interest Amount for each Company Loan; (iii) the amount Accrued Fee Amount for each Company Loan; (iv) Accrued Payables; (v) the Purchase Price calculated based on each of Assumed Liabilities described in the foregoing amounts and the other definitions herein (the final determination of Purchase Price under this Section 2.7(a1.3 is referred to as “Final Purchase Price”); (vi) the Transferred Loan Debt Repayment (the final determination of the Transferred Loan Debt Repayment under this Section 1.3 is referred to as the “Final Transferred Loan Debt Repayment”); (vii) the Outstanding Debt Amount (the final determination of the Outstanding Debt Amount under this Section 1.3 is referred to as the “Final Outstanding Debt Amount”); and (viii) the Closing Payment calculated based on each of the foregoing estimates and the other definitions herein (the final determination of the Closing Payment under this Section 1.3 is referred to as the “Final Closing Payment”). (b) If within ten (10) days The Closing Date Statement and the Final Purchase Price, Final Transferred Loan Debt Repayment, Final Outstanding Debt Amount and Final Closing Payment shall become final and binding upon the Parties and their Affiliates on the 30th day following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers receipt thereof by Seller, unless Seller gives written notice of its disagreement (“Notice of Disagreement”) to Purchaser before such date. The Notice of Disagreement must set forth and specify in reasonable detail the nature of the disagreement with Purchaser’s determination, on an account by account basis, with Final Purchase Price, Final Transferred Loan Debt Repayment, Final Outstanding Debt Amount and Final Closing Payment (including Seller’s determination of such item in dispute) as the case may be, set forth in the Closing Date Statement. Any item in the Closing Date Statement that is not objected to in the Notice of Disagreement shall be deemed final and binding and non-appealable upon the Parties and their objection to Affiliates. If a Notice of Disagreement is received by the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s))Purchaser within such 30-day period, then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Date Statement, Final Purchase Price, Final Transferred Loan Debt Repayment, Final Outstanding Debt Amount and Final Closing Net Working Capital,” Payment shall be become final and binding upon the Parties and conclusive their Affiliates on the Partiesearlier of (i) the date the Parties resolve in writing any differences they have with respect to all matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Arbitrator in accordance with this Section 1.3. (c) If Sellers give Purchasers timely notice During the 30-day period following the delivery of objectiona Notice of Disagreement, Seller and if Sellers and Purchasers fail Purchaser shall seek in good faith to resolve the issues outstanding in writing any differences that they may have with respect to any matter specified in the Proposed Closing Net Working Capital within ten (10) days Notice of Purchasers’ receipt Disagreement. If, at the end of Sellers’ objection noticesuch 30-day period, Sellers Seller and Purchasers shall submit Purchaser have not reached agreement on all such matters, then the issues remaining matters that remain in dispute shall be promptly (and in any event no later than five Business Days after the last day of such 30-day period) submitted to the Houston office of Deloitte LLP an arbitrator (the “Independent AccountantsArbitrator”) for review and resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts The Arbitrator shall be such other recognized national or regional one of the “Big Four” independent accounting firms or, if none of such firms agrees to serve as an arbitrator hereunder, another nationally recognized independent public accounting firm as shall be mutually acceptable agreed upon by the Parties in writing. The procedures for the arbitration shall be determined by the Arbitrator in accordance with this Section 1.3; provided, that the Arbitrator may provide no longer than a 30-day period for the Parties to Purchasers make complete submissions to the Arbitrator. Seller and SellersPurchaser agree (i) to execute, if requested by the Arbitrator, a reasonable engagement letter in customary form consistent with the terms of this Section 1.3, (ii) that ex-parte communications shall be prohibited during the Arbitrator’s determination period, and (iii) to cooperate fully with the Arbitrator and promptly provide all documents and information requested by the Arbitrator so as to enable it to make such determination as quickly and as accurately as practicable. The Arbitrator shall render a decision resolving the matters in dispute within 30 days following completion of the submissions to the Arbitrator. The Arbitrator shall only resolve items disputed in the Notice of Disagreement and shall do so only by choosing the amounts submitted by either Seller or Purchaser or amounts in-between. (d) If issues are submitted The fees and expenses of the Arbitrator shall be paid by the Party with the greater total difference (based on the aggregate of all differences taken as a whole) between such Party’s initial position presented to the Independent Accountants for resolution, (1) Seller Arbitrator and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues final resolution as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination determined by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and SellersArbitrator. (e) If the determination of the Final Closing Net Working Capital Payment in accordance with this Section 1.3 is greater than the Estimated Net Working Capital then Closing Payment, within five (5) 15 Business Days of such Final Closing Net Working Capital being provided determination, Purchaser shall pay to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in Seller an amount equal to the number of shares exceeding 22,321,425 multiplied Final Closing Payment Adjustment to the account designated in writing by $3.36. Seller. (f) If the Estimated Net Working Capital is greater than determination of the Final Closing Net Working CapitalPayment in accordance with this Section 1.3 is less than the Estimated Closing Payment, then the Sellers within 15 Business Days of such determination, Seller shall return pay to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) Purchaser an amount equal to the quotient Final Closing Payment Adjustment by wire transfer of immediately available funds to the account designated in writing by Purchaser. (Ag) such excessFollowing delivery of the Closing Date Statement, divided by (B) 3.36Seller and its accountants, lawyers and other representatives shall be given reasonable access during regular business hours to the books and records of the Company and to applicable personnel of Purchaser, the Company, CVC Credit Partners, LLC and their respective Affiliates for the purpose of evaluating and, if necessary, objecting to the Closing Date Statement and otherwise working towards a final determination of the Final Purchase Price, Final Transferred Loan Debt Repayment, Final Outstanding Debt Amount and Final Closing Payment.

Post-Closing Adjustment. (ai) Not more than twenty Within seventy-five (2075) days after the Closing Date, Purchasers Parent shall prepare and deliver to Sellers the Shareholder Representatives a certificate of an authorized officer statement setting forth Purchasers’ calculationits calculation of Closing Net Working Capital, which statement shall contain a pro forma balance sheet of the Company as of the Measurement Time (without giving effect to the transactions contemplated herein), a calculation of Closing Date, of the Net Working Capital (the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice Statement”) and a certificate of their objection to the Proposed Chief Financial Officer of Parent certifying that the Closing Net Working Capital calculation (which notice shall state Statement was prepared in accordance with the basis definition of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion and the sample calculation of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten attached hereto as Error! Reference source not found.. (10ii) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers The Closing Net Working Capital Statement shall submit be accompanied by (1) statements reflecting (A) the issues remaining in dispute to the Houston office of Deloitte LLP Closing Cash (the “Independent AccountantsClosing Statement of Cash”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution), (1B) Seller Closing Indebtedness (the “Closing Statement of Indebtedness”), and Purchasers shall furnish or cause to be furnished to (C) Closing Transaction Expenses (the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; “Closing Statement of Transaction Expenses”), and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days certificate of the submission to Chief Financial Officer of Parent certifying that such statements were prepared in good faith and in accordance with the Independent Accountants terms of the issues remaining in dispute, shall constitute the this Agreement. (iii) The “Final Post-Closing Net Working Capital,Adjustment” shall be final, binding and conclusive on the Parties and shall an amount (which may be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (ea positive or negative number) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate the result of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then as finally determined pursuant to this Section 2.20, minus the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excessEstimated Closing Net Working Capital, divided by which result may be a positive or negative number, plus (B) 3.36.the result of the Closing Cash, as finally determined pursuant to this Section 2.20, minus the amount of Cash reflected on the Estimated Closing Cash Certificate, which result may be a positive or negative number, minus (C) the result of the Closing Indebtedness, as finally determined pursuant to this Section 2.20, minus the amount of Indebtedness reflected on the Estimated Closing Indebtedness Certificate, which result may be a positive or negative number, minus (D) the result of the Closing Transaction Expenses, as finally determined pursuant to this Section 2.20, minus the amount of Transaction Expenses reflected on the Estimated Closing Transaction Expenses Certificate, which result may be a positive or negative number. (c)

Post-Closing Adjustment. (a) Not more than twenty (20) Within 120 calendar days after the Closing Date, Purchasers shall Buyer will deliver to Sellers Cannabist a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital statement (the “Proposed Closing Net Working CapitalStatement”). Such statement shall include separate line items, as ) setting forth Buyer’s calculation of the Closing, for following items (each a “Closing Item”): (i) cash and cash equivalents included in the Purchased AssetsCash (as finally determined pursuant to this Section 2.4, “Final Cash”), (ii) Working Capital (as finally determined pursuant to this Section 2.4, “Final Working Capital”) (provided, that in no event will the amount of outstanding accounts receivable included Final Working Capital be deemed to be greater than $500,000 more than the Target Working Capital; provided, further, that in the Purchased Assetsevent the Final Working Capital would be more than $500,000 more than the Target Working Capital but for the proviso contained herein, and the Final Working Capital shall be deemed to equal $500,000 more than the Target Working Capital); (iii) the aggregate amount of Assumed Liabilities described in Indebtedness of the Company as of immediately prior to the Closing (as finally determined pursuant to this Section 2.7(a2.4, “Final Indebtedness”); (iv) the aggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.4, “Final Transaction Expenses”), (v) the aggregate amount of Transaction Payments (as finally determined pursuant to this Section 2.4, “Final Transaction Payments”) and (vi) the resulting Purchase Price (as finally determined pursuant to this Section 2.4, the “Final Purchase Price”). (b) If within ten (10) Cannabist shall have 30 calendar days following delivery of the Proposed to dispute in writing any Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Item, after which time any undisputed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” Items shall be final, conclusive and binding and conclusive on the Parties. If Cannabist timely disputes any Closing Item, Buyer and Cannabist shall, for a period of 20 calendar days thereafter, use commercially reasonable and good faith efforts to attempt to resolve their differences in respect thereof; provided, that at any time after such 20 day period, either Buyer or Cannabist may elect to have M▇▇▇▇▇ LLP (the “Valuation Firm”) resolve any Closing Items that remain in dispute, in which event Buyer and Cannabist will instruct the Valuation Firm to deliver within 45 calendar days after appointment (or such other time period mutually agreed upon by B▇▇▇▇ and Cannabist) a written statement setting forth its determination, which statement shall be final, conclusive and binding on the Parties, absent manifest error, and shall be enforceable as an arbitration award in any court of competent jurisdiction under the Federal Arbitration Act or its state law equivalents. All fees and expenses relating to the work, if any, to be performed by the Valuation Firm will be borne by Buyer and the Members, respectively, in the proportion that the aggregate dollar amount of the disputed Closing Items submitted to the Valuation Firm by Buyer or Cannabist that are unsuccessfully disputed by it (as finally determined by the Valuation Firm) bears to the aggregate dollar amount of disputed Closing Items submitted by Buyer and Cannabist. Except as provided in the preceding sentence, all other costs and expenses incurred by B▇▇▇▇ and Cannabist in connection with resolving any dispute hereunder before the Valuation Firm will be borne by the Party incurring such cost and expense. The Valuation Firm shall determine only those Closing Items submitted to the Valuation Firm and its determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Valuation Firm will be based solely on presentations with respect to such disputed Closing Items by B▇▇▇▇ and Cannabist to the Valuation Firm and not on the Valuation Firm’s independent review. Buyer and Cannabist shall use their commercially reasonable efforts to make their respective presentations as promptly as practicable following submission to the Valuation Firm of the disputed Closing Items (but in no event later than 15 days after engagement of the Valuation Firm), and each of Buyer and Cannabist will be entitled, as part of its presentation, to respond to the presentation of the other and any questions and requests of the Valuation Firm. In deciding any matter, the Valuation Firm (i) will be bound by the provisions of this Section 2.4 and (ii) absent manifest error, may not assign a value to any disputed Closing Item greater than the greatest value for such Closing Item claimed by either Buyer or Cannabist or less than the smallest value for such Closing Item claimed by Buyer or Cannabist. Notwithstanding anything to the contrary contained herein, at any time Buyer and Cannabist may agree to settle any Closing Item dispute, including any dispute submitted to the Valuation Firm, which agreement shall be in writing and final, conclusive and binding upon all of the Parties with respect to the subject matter of any such dispute so resolved; provided, that Buyer and Cannabist shall provide a copy of such agreement to the Valuation Firm and shall instruct the Valuation Firm not to resolve such dispute, it being agreed that if the Valuation Firm nonetheless resolves such dispute for any reason, the agreement of Buyer and Cannabist shall control. (c) If Sellers give Purchasers timely notice the Final Purchase Price exceeds the Estimated Purchase Price (such excess amount, if any, the “Excess Amount”), then within ten days following the determination of objectionthe Final Purchase Price, and if Sellers and Purchasers fail the Buyer shall pay to resolve the issues outstanding with respect each Member such Member’s Pro Rata Share of such Excess Amount by wire transfer of immediately available funds to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit account designated in writing by the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellersapplicable Member. (d) If issues are submitted the Final Purchase Price is less than the Estimated Purchase Price (such shortfall amount, if any, the “Shortfall Amount”), then within ten days following the determination of the Final Purchase Price, Cannabist and the Members shall, jointly and severally, pay to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished Buyer such Shortfall Amount by wire transfer of immediately available funds to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination account designated in writing by the Independent Accountants, as set forth Buyer. Buyer may deduct any unpaid Shortfall Amount from the amount due to CC VA under the Promissory Note in a notice to be delivered to both Seller the order of interest due and Purchasers within twenty (20) days owing and then in the order of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellersmaturities. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock Any payments made pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers Section 2.4 shall be paid in cash in treated as an amount equal adjustment to the number of shares exceeding 22,321,425 multiplied Purchase Price by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capitalparties for Tax purposes, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided unless otherwise required by (B) 3.36applicable Law.

Post-Closing Adjustment. (a) Not Immediately following the completion and filing by the Company of its regular Annual Statement with the Tennessee Insurance Division as set forth below, there shall be a "Post- Closing Adjustment" whereby the amounts of the Reserves and Policy Assets that were estimated and used to effect the Closing will be replaced by the actual amounts of the Reserves and Policy Assets as of December 31, 1997, such that the Net Transfer Amount shall be recalculated, using the format of Schedule 4.3 attached hereto. The December 31, 1997, Reserves and Policy Assets shall be determined as set forth in Section 10.5. Using the format of Schedule 4.3, the parties shall calculate the amount that should have been transferred at Closing if the amount of the Reserves and Policy Assets as of December 31, 1997, had been known at Closing. If the Net Transfer Amount is more than twenty (20) days after the Closing DateNet Transfer Amount, Purchasers the Company shall deliver transfer additional assets to Sellers a certificate of an authorized officer setting forth Purchasers’ calculationReinsurer equal in amount to such differential ("Adjusting Transfer Amount"), as together with interest on the Adjusting Transfer Amount (at the rate of the 6.2% per annum) from the Effective Date to the "Post-Closing Adjustment Date" (as hereinafter defined). If the Net Transfer Amount is less than the Closing Net Transfer Amount, Reinsurer shall transfer assets to the Company equal in amount to such differential ("Adjusting Transfer Amount"), together with interest on the Adjusting Transfer Amount (at the rate of the Net Working Capital 6.2% per annum) from the Effective Date to the "Post-Closing Adjustment Date" (the “Proposed Closing Net Working Capital”as hereinafter defined). Such statement The assets comprising such Adjusting Transfer Amount shall include separate line items, as consist of the Closing, for (i) cash and cash equivalents included in the Purchased Assetsbonds having an NAIC designation of 1, (ii) the amount of outstanding accounts receivable included in the Purchased Assetsaccrued investment income attributable to said bonds, and (iii) Policy Assets attributable to the amount Policies (that is, an adjustment, up or down, of Assumed Liabilities described such Policy Assets to bring the Policy Assets component of the Closing Transfer Amount in line with the actual Policy Assets attributable to the Policies at December 31, 1997,) and/or cash. The purpose of this Section 2.7(a). (b) If within 4.3 is that the Post-Closing Adjustment shall put the parties in the respective positions they would have been in if the Closing had used the Reserves and Policy Assets determined as of December 31, 1997, instead of the amounts that were used to accommodate an earlier Closing. The Post-Closing Adjustment shall take place on the first business day falling next after the expiration of ten (10) days following delivery the date on which the Company files its 1997 Annual Statement with the Tennessee Insurance Division, referred to herein as the "Post-Closing Adjustment Closing Date." The Adjusting Transfer Amount shall bear interest at the rate of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s))10% per annum, then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive compounded annually, beginning on the PartiesPost-Closing Adjustment Closing Date until paid. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36.

Post-Closing Adjustment. (a) Not more than twenty (20) days after the Closing Date, Purchasers The purchase price paid pursuant to Section 1.01 shall deliver to Sellers a certificate be reduced by an aggregate amount of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital deficiencies (the “Proposed "Post- Closing Net Working Capital”). Such statement shall include separate line items, as Adjustment") equal to the sum of the Closing, for (iA) cash and cash equivalents included in the Purchased Assets, (iiB) the amount of outstanding accounts receivable included in the Purchased Assets, (C) and (iiiD), where (A) the amount of Assumed Liabilities described in Section 2.7(a).(B) (C) and (D) shall be as follows: (bA) If within ten (10) days following delivery is the greater of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller any shortfall between the actual VFICO net worth and Purchasers shall furnish the Required Amount of net worth on the VFICO Closing Financial Certificate or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) any shortfall between the determination by actual available cash balance of VFICO and the Independent Accountants, as set forth in a notice to be delivered to both Seller Required Amount of available cash balance of VFICO on the VFICO Closing Financial Certificate; (B) is the greatest of (1) any shortfall between the actual Net Capital of VFAM and Purchasers within twenty the Required Amount of Net Capital on the VFAM Closing Financial Certificate or (202) days any shortfall between the actual available cash balance of VFAM and the submission Required Amount of cash balance of VFAM on the VFAM Closing Financial Certificate or (3) any shortfall between the actual VFAM cash plus receivables minus current liabilities compared to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive Required Amount on the Parties VFAM Closing Financial Certificate or (4) any shortfall between the actual VFAM net worth and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by Required Amount on the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers.VFAM Closing Financial Certificate; (eC) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within any long term liabilities of VFICO; and (D) is any long term liabilities of VFAM. Within five (5) Business Days business days after notification of the amount of the Post- Closing Adjustment, each Shareholder shall pay to Buyer his or her Proportionate Share of the Post-Closing Adjustment. Such Proportionate Share shall equal the fraction the numerator of which is the purchase price paid to such Shareholder at Closing as set forth on Annex I and the denominator of which is the purchase price paid to all Shareholders at Closing as set forth on Annex I. If any Shareholder fails to promptly make such payment, Buyer shall have the right to offset the amount of such Final Closing Net Working Capital being provided payment by a claim against the amounts escrowed for the benefit of such Shareholder under Sections 2.01 and 3.01 of this Agreement. Upon demand by Buyer to the PurchasersEscrow Agent (with notice to the Shareholder), the Purchasers Escrow Agent shall issue pay such Proportionate Share of the Post-Closing Adjustment to Sellers Buyer, or the number Buyer may deduct any such deficiencies from any payments to which such Shareholder may become entitled under his or her Contingent Earnings Agreement as defined in Section 9.02(i) hereto or Additional Stock Payments as defined in Section 1.07 hereto (or which have been deposited into escrow for the benefit of shares (rounded such shareholder, by demand to the nearest whole shareEscrow Agent as provided above). Any amount still not collected from such Shareholder shall remain the personal obligation of that Shareholder. If such Shareholder would not have been entitled to receive funds in escrow which have been paid to Buyer pursuant to this Section 1.05(d) (the "Disqualified Amount") because the conditions to distribution of Hercules Common Stock such funds would not have been satisfied by the continued employment by such Shareholder with VFAM, then the liability of such Shareholder to Buyer shall be increased by the Disqualified Amount. Any amounts not paid by any Shareholder when due shall bear interest from the Closing Date until the date of payment of a rate equal to the quotient of (A) such excessprime rate, divided by (B) 3.36as reported from time to time in The Wall Street Journal, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36eastern edition.

Post-Closing Adjustment. (a) Not more than twenty (20) Within 90 days after the Phase I Closing Date, Purchasers shall the Purchaser will prepare and deliver to Sellers the Seller a certificate written notice (the “Adjustment Notice”) containing (i) an unaudited combined balance sheet of an authorized officer setting forth Purchasers’ calculation, the Phase I Business as of the open of business on the Phase I Closing Date, Date in each country and reflecting the exclusion of the Net Working Capital Excluded Assets and Excluded Liabilities (the “Proposed Phase I Closing Net Working CapitalBalance Sheet”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) (A) the Purchaser’s calculation of the Closing Net Working Capital of the Phase I Business, based on the Phase I Closing Balance Sheet (the “Phase I Closing Net Working Capital Statement”) and (B) reasonable written documentation supporting the basis of the Purchaser’s calculation of the Closing Net Working Capital for the Phase I Business, (iii) (A) the Purchaser’s calculation of Closing Net Cash based on the Closing Balance Sheet of the Phase I Business (the “Closing Net Cash Statement”) and (B) reasonable written documentation supporting the basis of the Purchaser’s calculation of the Closing Net Cash, and (iv) the Purchaser’s calculation of the amount of outstanding accounts receivable included any payments required pursuant to Section 2.7(g) (the “Adjustment Calculation”). If the Phase II Closing shall have occurred, within 90 days after the Phase II Closing Date, the Purchaser will prepare and deliver to the Seller a further Adjustment Notice containing (i) an unaudited combined balance sheet of the Phase II Business as of the open of business on the Phase II Closing Date in such country and reflecting the Purchased Assetsexclusion of the Excluded Assets and Excluded Liabilities (the “Phase II Closing Balance Sheet” and, together with the Phase I Closing Balance Sheet, the “Closing Balance Sheet”), (ii) (A) the Purchaser’s calculation of the Closing Net Working Capital of the Phase II Business, based on the Phase II Closing Balance Sheet (together with the Phase I Closing Net Working Capital Statement, the “Closing Net Working Capital Statement”) and (B) reasonable written documentation supporting the basis of the Purchaser’s calculation of the Closing Net Working Capital for the Phase II Business, and (iii) the amount Purchaser’s Adjustment Calculation. The Closing Balance Sheet, the Closing Net Working Capital Statement and the Closing Net Cash Statement will be prepared in accordance with the Accounting Methodologies and, to the extent not inconsistent therewith, in accordance with GAAP, in each case, applied on a basis consistent with the Financial Statements. For the avoidance of Assumed Liabilities described doubt, the Closing Net Working Capital shall be calculated on a country-by-country basis in Section 2.7(alocal currency. During the 90-day period after each applicable Closing, the Seller will, and will cause each of its Affiliates engaged in the Business to, upon reasonable advance notice, provide the Purchaser and the Purchaser’s Representatives with reasonable access during normal business hours and without unreasonable interference with Seller’s and its Affiliates’ operation to the books, records, facilities and employees engaged in financial accounting and related functions for the Business as may be reasonably necessary for the Purchaser to prepare the Adjustment Notice. The foregoing covenant will not require the Seller to provide the Purchaser or its Representatives with access to any document or other communication that the Seller believes in good faith may be subject to any contractual confidentiality obligation or that may be covered by any attorney-client, work product or similar legal privilege (it being understood that the Seller shall use commercially reasonable efforts to obtain waivers or make other arrangements (including redacting information or entering into joint defense agreements) that would enable disclosure to the Purchaser to occur without so jeopardizing privilege or contravening any contractual duty obligation). (b) If within ten Within 60 days after the receipt of each Adjustment Notice, the Seller will deliver to the Purchaser a written response in which the Seller will either: (10i) days following delivery agree in writing with the applicable Adjustment Calculation, in which case such Adjustment Calculation will be final and binding on the parties for purposes of Section 2.7(g); or (ii) dispute the Adjustment Calculation, in whole or in part, by delivering to the Purchaser a written notice (a “Dispute Notice”) setting forth in reasonable detail with reasonable supporting documentation the basis for each disputed item therein and the Seller’s calculation of the Proposed Closing Net Working Capital calculation Sellers have amount of any payments required pursuant to Section 2.7(g); provided, that if the Adjustment Calculation is only disputed in part, any items that are not given Purchasers written notice of their objection to disputed in the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall Dispute Notice will be final and binding and conclusive on the Partiesparties for purposes of Section 2.7(g). (c) If Sellers give Purchasers timely notice During the 60-day period after the delivery of objectioneach applicable Adjustment Notice, the Purchaser will, and if Sellers will cause each of its Affiliates engaged in the Business (including, following Closing, the Acquired Companies) to, upon reasonable advance notice, provide the Seller and Purchasers fail to resolve the issues outstanding Seller’s Representatives with respect reasonable access during normal business hours and without unreasonable interference with the operation of the Business to the Proposed Closing Net Working Capital within ten books, records, facilities and employees of the Business as the Seller may be reasonably required for the Seller to review the Adjustment Notice. The foregoing covenant will not require the Purchaser to provide the Seller or its Representatives with access to any document or other communication that the Purchaser believes in good faith may be subject to any contractual confidentiality obligation or that may be covered by any attorney-client, work product or similar legal privilege (10it being understood that the Purchaser shall use commercially reasonable efforts to obtain waivers or make other arrangements (including redacting information or entering into joint defense agreements) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute that would enable disclosure to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for Seller to occur without so jeopardizing privilege or contravening any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellerscontractual duty obligation). (d) If issues the Seller fails to take either of the actions set forth in Section 2.7(b) within 60 days after receipt of the Adjustment Notice, then the Seller will be deemed to have irrevocably accepted the applicable Adjustment Calculation, in which case, the applicable Adjustment Calculation will be final and binding on the parties for purposes of Section 2.7(g). (e) If the Seller timely delivers a Dispute Notice to the Purchaser, then the Purchaser and the Seller will attempt in good faith, for a period of 45 days following the Purchaser’s receipt of such Dispute Notice (the “Resolution Period”), to agree on the applicable Adjustment Calculation for purposes of Section 2.7(g). Any final agreement by the Purchaser and the Seller during the Resolution Period as to any disputed items set forth in a timely delivered Dispute Notice will be final and binding on the parties for purposes of Section 2.7(g). If the Purchaser and the Seller do not resolve all disputed items set forth in such Dispute Notice by the end of the Resolution Period, then the Purchaser and the Seller will submit the remaining items in dispute to a mutually agreeable independent accounting firm of recognized international standing, which firm is not the regular auditing firm of the Purchaser, the Seller or their respective Affiliates. If the Purchaser and the Seller are unable to jointly select such independent accounting firm within 10 days after the expiration of the Resolution Period, the Purchaser, on the one hand, and the Seller, on the other hand, will each select an independent accounting firm of recognized international standing and such selected accounting firms will select a third independent accounting firm of recognized international standing, which firm is not the regular auditing firm of the Purchaser, the Seller or their respective Affiliates; provided, however, that if either the Purchaser, on the one hand, or the Seller, on the other hand, fails to select such independent accounting firm during such 10 day period, then the parties will be deemed to agree that the independent accounting firm selected by the other party will be the independent accounting firm selected by the parties for purposes of this Section 2.7 (such selected independent accounting firm, whether pursuant to this sentence or the preceding sentence, the “Independent Accounting Firm”). (i) The Independent Accounting Firm will (A) act as an expert in accounting, and not as an arbitrator, to resolve only those items specifically set forth on a timely delivered Dispute Notice that remain in dispute as of such time, and that have not been deemed pursuant to Sections 2.7(b), 2.7(d) or 2.7(e) to be final and binding on the parties, (B) render its determination in accordance with this Agreement and otherwise in accordance with the Accounting Methodologies and, to the extent not inconsistent therewith, in accordance with GAAP, in each case, applied on a basis consistent with the Financial Statements, (C) not determine a value in respect of any item in dispute which is greater than, or less than, as applicable, the respective amounts in respect of such item set forth in the applicable Dispute Notice and in the applicable Adjustment Notice and (D) render its determination with respect to the items in dispute in a written report that specifies the conclusions of the Independent Accounting Firm as to each item in dispute and the resulting applicable Adjustment Calculation. The Independent Accounting Firm will only render its determination with respect to the specific remaining accounting differences submitted to it and may rely only upon information submitted to it by or on behalf of the Purchaser or the Seller. The Purchaser and the Seller will each use their commercially reasonable efforts to cause the Independent Accounting Firm to render its determination within 30 days after referral of the disputed items on a timely delivered Dispute Notice to such firm or as soon thereafter as reasonably practicable. (ii) The Independent Accounting Firm’s determination of the applicable Adjustment Calculation as set forth in its report will be final and binding on the parties for purposes of Section 2.7(g). The fees and expenses of the Independent Accounting Firm will be shared by the Purchaser and the Seller in inverse proportion to the relative amounts of the disputed amount determined to be for the account of the Purchaser and the Seller, respectively. For example, should the items in dispute total an amount equal to $1,000 and the Independent Accounting Firm awards $600 in favor of the Seller’s position, 60% of the costs of its review would be borne by the Purchaser and 40% of the costs would be borne by the Seller. (iii) For purposes of complying with this Section 2.7, the Purchaser and the Seller will furnish to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants Accounting Firm such work papers and other documents and information relating to the disputed issues items on a timely delivered Dispute Notice as the Independent Accountants Accounting Firm may request and are available available; provided, that the Independent Accounting Firm has executed a customary confidentiality agreement relating to that Party such furnishing of documents and information to the extent reasonably requested by the Purchaser or its agents the Seller. A copy of any such work papers and shall other documents and information provided by a party to the Independent Accounting Firm will be provided concurrently to the other party free of charge. Each party will be afforded the opportunity to present to the Independent Accountants Accounting Firm in its work papers and other documents and information any material relating related to the disputed issues items on a timely delivered Dispute Notice and to discuss the issues such items with the Independent Accountants; and (2) the determination by the Independent AccountantsAccounting Firm, as set forth in a notice with any such presentation or discussion to be delivered to held in the presence of both the Purchaser and the Seller and Purchasers within twenty (20) days of the submission and/or their respective Representatives. Notwithstanding anything herein to the Independent Accountants of contrary, the issues remaining dispute resolution mechanism contained in dispute, shall constitute this Section 2.7(e) will be the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing exclusive mechanism for resolving any disputes regarding the Adjustment Amount. The costs and fees related to such determination by the Independent AccountantsCalculation, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater other than the Estimated Net Working Capital then within five (5) Business Days indemnification rights in respect of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36Selling Expenses.

Post-Closing Adjustment. (ai) Not more than twenty (20) Within 90 days after the Closing Date, Purchasers Buyer shall prepare and deliver to Sellers the Shareholder Representative a certificate of an authorized officer statement setting forth Purchasers’ calculationits calculation of Closing Working Capital, which statement shall contain a balance sheet of the Acquired Companies as of the Closing DateDate (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital, a calculation of the Net Working Capital (Cash of the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, Acquired Companies as of the Closing, for a calculation of the outstanding Debt Like Items of each Acquired Company as of the Closing, a calculation of the outstanding Indebtedness of each Acquired Company as of the Closing, and a calculation of the unpaid Transaction Expenses of each Acquired Company as of the Closing (i) cash the “Closing Working Capital Statement”), and cash equivalents included a certificate of the Chief Financial Officer of Buyer that the Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies, and procedures, with consistent classifications, judgments, and valuation and estimation methodologies, that were used in the Purchased Assets, preparation of the Financial Statements and the sample calculation attached hereto as Exhibit A. (ii) the The post-closing adjustment shall be an amount of outstanding accounts receivable included in the Purchased Assets, and equal to (iiiA) the amount of Assumed Liabilities described in Section 2.7(a). Estimated Working Capital minus the Closing Working Capital, plus (bB) If within ten (10) days following delivery the Estimated Cash minus the Cash of the Proposed Acquired Companies as of the Closing, (C) the outstanding Debt Like Items of the Acquired Companies as of the Closing Net Working Capital calculation Sellers have not given Purchasers written notice minus the Estimated Closing Debt Like Items, plus (D) the outstanding Indebtedness of their objection the Acquired Companies as of the Closing minus the Estimated Closing Indebtedness, plus (E) the unpaid Transaction Expenses of the Acquired Companies as of the Closing minus the Estimated Closing Transaction Expenses (the “Post-Closing Adjustment Amount”). If the Post-Closing Adjustment Amount is a negative number as finally determined pursuant to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)Section 2.03(b)-(c), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation Buyer shall, pursuant to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objectionSection 2.03(d), and if Sellers and Purchasers fail to resolve the issues outstanding with respect pay to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection noticeShareholder Representative, Sellers and Purchasers shall submit the issues remaining in dispute for further payment to the Houston office of Deloitte LLP (Sellers in accordance with their Applicable Percentage, the “Independent Accountants”) for resolutionamount by which the Post-Closing Adjustment Amount is less than zero. If for any reason the Houston office of Deloitte LLP Post-Closing Adjustment Amount is unwilling to act a positive number as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock finally determined pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more sharesSection 2.03(b)-(c), then such additional amount owed Sellers shall, pursuant to Sellers shall be paid in cash in Section 2.03(d), pay to Buyer an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Post-Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36Adjustment Amount.

Post-Closing Adjustment. (a) Not more than twenty (20) days after the Closing Date, Purchasers shall deliver to Sellers a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital (the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital Purchase Price (as finally determined) is greater than the Estimated Net Working Capital Purchase Price (such excess amount, if any, the “Excess Amount”), then Purchaser shall pay, within five (5) 10 Business Days after the final determination of such Final Closing Net Working Capital being provided Excess Amount, to the PurchasersDisbursing Agent, the Purchasers shall issue to Sellers the number of shares (rounded for payment to the nearest whole share) of Hercules Common Stock Selling Parties, in accordance with each Selling Party’s Pro Rata Share, an aggregate amount equal to the quotient lesser of (Ax) such excess, divided by the Excess Amount and (By) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number Escrow Amount, and Purchaser and the Seller Representative shall promptly deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release all of shares exceeding 22,321,425 multiplied the funds in the Escrow Account by $3.36wire transfer of immediately available funds to accounts designated by the Disbursing Agent, for payment to the Selling Parties, in accordance with each Selling Party’s Pro Rata Share. If the Estimated Net Working Capital Purchase Price (as finally determined) is greater less than the Final Closing Net Working CapitalEstimated Purchase Price (such shortfall amount, then if any, the Sellers “Shortfall Amount”), then, within 10 Business Days of the final determination of such shortfall, Seller Representative and Purchaser shall return to Purchasers for cancellation the number of Hercules Shares (rounded promptly deliver joint written instructions to the nearest whole share) Escrow Agent instructing the Escrow Agent to release an amount equal to the quotient Shortfall Amount from the Escrow Account by wire transfer of immediately available funds to one or more accounts designated by Purchaser. For the avoidance of doubt, any then-remaining amounts in the Escrow Account shall represent Purchaser’s sole and exclusive remedy with respect to any Shortfall Amount. If any funds remain in the Escrow Account after the release of funds to Purchaser in accordance with this Section, Purchaser and Seller Representative shall promptly deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release all such remaining funds in the Escrow Account to the Disbursing Agent, for payment to accounts designated by the Selling Parties, in accordance with each Selling Party’s Pro Rata Share. All payments that are to be made to the Selling Parties pursuant to this Section 1.4(c) shall be made in accordance with a funds flow statement (Athe “Post-Closing Funds Flow Statement”) prepared by the Seller Representative, which shall set forth with respect to each Selling Party the portion of the aggregate payment due to the Selling Parties as a whole that such excessSelling Party is entitled to receive and payment instructions with respect to each such payee. Notwithstanding anything to the contrary in this Agreement, divided by (B) 3.36the Purchaser, the Company and its Subsidiaries, and each of their respective representatives, shall be entitled to conclusively and definitively rely on, without any obligation to investigate or verify the accuracy, inaccuracy or correctness thereof, and without any liability, the allocation of proceeds set forth in the Post-Closing Funds Flow Statement, which shall be binding and enforceable against the Sellers and their Affiliates.

Post-Closing Adjustment. (a) Not more than twenty Within ninety (2090) calendar days after the Closing Date, Purchasers Buyer shall deliver to Sellers the Seller a certificate of an authorized officer statement (the “Closing Statement”) setting forth Purchasers’ calculation, as in reasonable detail Buyer’s good faith calculation (and shall include reasonable supporting documentation of such calculations) of the following items (each a “Closing DateItem”): (i) Cash (as finally determined pursuant to this Section 2.4, of the Net “Final Cash”); (ii) Working Capital (as finally determined pursuant to this Section 2.4, the “Proposed Closing Net Final Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and ; (iii) the aggregate amount of Assumed Liabilities described Indebtedness (as finally determined pursuant to this Section 2.4, the “Final Indebtedness”); (iv) the aggregate amount of Transaction Expenses as of immediately prior to the Closing (as finally determined pursuant to this Section 2.4, the “Final Transaction Expenses”); (v) the Separation Tax Liability (which shall be finally determined pursuant to Section 2.9(c) and Section 2.9(d)), and (vi) the resulting calculation of the Final Purchase Price. Buyer agrees that, following the Closing through the date that the Closing Statement becomes conclusive and binding upon the Parties in accordance with this Section 2.7(a)2.4, it will not (and will cause its Affiliates not to) take any actions with respect to any books, records, policies or procedures on which the Estimated Closing Statement is based or on which the Closing Statement is to be based that are inconsistent with or that would prevent, impede or delay (x) the determination of the amount of the Final Cash, the Final Working Capital, the Final Indebtedness or the Final Transaction Expenses or (y) the preparation of the Dispute Notice (as defined below) or the Closing Statement in the manner and utilizing the methods required by this Agreement. If the Buyer does not timely deliver a Closing Statement, the Estimated Closing Statement delivered by the Seller shall become final and binding on all the parties. (b) The Seller shall have sixty (60) calendar days after its receipt of the Closing Statement (the “Review Period”) within which to review Buyer’s calculation of the Closing Items. If the Seller disputes any of the Closing Items, the Seller shall notify Buyer in writing of its objection to such Closing Item(s) within the Review Period, together with a description of the basis for and dollar amount of such disputed items and the Seller’s calculation thereof (to the extent possible) (a “Dispute Notice”). If the Seller does not timely deliver a Dispute Notice, the Closing Statement delivered by Buyer shall become final and binding on the parties. If the Seller timely delivers a Dispute Notice, Buyer and the Seller shall, within thirty (30) calendar days following Buyer’s receipt of such Dispute Notice (the “Resolution Period”), use commercially reasonably efforts to attempt to resolve in writing their differences with respect to the matters set forth in the Dispute Notice (and any matters with respect to the Closing Items which Buyer is disputing as a result of the matters set forth in the Dispute Notice, or any disputed matters arising out of the foregoing) and any such resolution shall be final, conclusive and binding on the Parties. If, at the conclusion of the Resolution Period, any amounts remain in dispute, then each of Buyer and the Seller shall submit all items remaining in dispute to a nationally recognized accounting firm mutually agreed upon by Buyer and the Seller in writing (the “Valuation Firm”) for resolution by delivering within ten (10) calendar days following delivery after the expiration of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection Resolution Period to the Proposed Closing Net Working Capital calculation (Valuation Firm their written position with respect to such items remaining in dispute, it being understood that in rendering such determination, the Valuation Firm shall be functioning as an expert and not as an arbitrator. The fees and expenses of the Valuation Firm pursuant to this Section 2.4(b) shall be divided between Buyer, on the one hand, and the Seller, on the other hand, based upon the percentage which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation contested amount not awarded to each such Party bears to the amount actually contested by such Party. The Valuation Firm shall determine, based solely on the written submissions by the Seller and Buyer and the terms and provisions of this Agreement, and not by independent review, only those issues set forth in the Dispute Notice (and those raised by Buyer in response thereto) that remain in dispute and shall determine a value for any such disputed item which Sellers do not objectis equal to or between the final values proposed by Buyer and the Seller in their respective submissions, and the parties shall agree to customary procedures with respect to such determination by the Valuation Firm, including customary restrictions on ex parte communication with the Valuation Firm. The Parties shall request that the Valuation Firm make a decision with respect to all disputed items within thirty (30) shall constitute calendar days after the “Final Closing Net Working Capital,” submissions of the Parties, as provided above, and in any event as promptly as practicable. The final determination with respect to all dispute items shall be set forth in a written statement by the Valuation Firm delivered to the Seller and Buyer and shall be final, conclusive and binding and conclusive on the PartiesParties except for manifest error. Buyer and the Seller shall promptly execute any reasonable engagement letter requested by the Valuation Firm and shall each reasonably cooperate with the Valuation Firm, including by providing the information, data and work papers used by each Party and its representatives (including accountants) to prepare and/or calculate the Closing Items, making its personnel and accountants available to explain any such information, data or work papers, so as to enable the Valuation Firm to make such determination as quickly and as accurately as practicable. (c) If Sellers give Purchasers timely notice From and after the Seller’s receipt of objectionthe Closing Statement until the Closing Items are finally determined pursuant to this Section 2.4, the Seller, its Affiliates and if Sellers its auditors, accountants and Purchasers fail to resolve the issues outstanding with respect other representatives shall be permitted reasonable access to the Proposed Company Group and their respective 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 Buyer and/or the Company Group’s respective auditors or accountants to prepare and calculate the Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection noticeItems), Sellers and Purchasers shall submit the issues remaining in dispute subject to the Houston office entry into customary confidentiality agreements and access letters and in each case with such access being solely for the purpose of Deloitte LLP (enabling the “Independent Accountants”) for resolution. If for Seller and its representatives to review the Closing Items and in a manner that does not interfere, in any reason material respect, with the Houston office normal business operations of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and SellersCompany Group. (d) If issues are submitted the Final Purchase Price exceeds the Initial Purchase Price (such excess amount, if any, the “Excess Amount”), then, within three (3) Business Days after the Final Purchase Price is finally determined pursuant to the Independent Accountants for resolutionthis Section 2.4, (1i) Seller and Purchasers Buyer shall furnish pay, or cause to be furnished paid, to the Independent Accountants such work papers Seller the Excess Amount, by wire transfer of immediately available funds, in accordance with the wire transfer instructions designated in writing by the Seller to Buyer and other documents (ii) Buyer and information relating the Seller shall deliver joint written instructions to the disputed issues as Escrow Agent instructing the Independent Accountants may request and are available Escrow Agent to that Party or its agents and shall be afforded the opportunity to present release to the Independent Accountants any material relating 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 disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and SellersEscrow Agent. (e) If the Final Closing Net Working Capital Purchase Price is greater less than the Estimated Net Working Capital then Initial Purchase Price (such shortfall amount, if any, the “Shortfall Amount”), then, within five three (53) Business Days of such after the Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock Purchase Price is finally determined pursuant to this AgreementSection 2.4, Buyer and if Purchasers would otherwise be requiredthe Seller shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to (i) release to Buyer, but for this provisosolely from the funds available in the Escrow Account, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number Shortfall Amount, by wire transfer of shares exceeding 22,321,425 multiplied immediately available funds, in accordance with the wire transfer instructions designated in writing by $3.36Buyer to the Escrow Agent and (ii) release to the Seller, to the extent that any balance in the Escrow Account remains after the Escrow Agent’s payment of the Shortfall Amount to 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 herein to the contrary, none of the Seller, the Escrow Agent nor any other Person shall have any Liability for any amounts due to Buyer pursuant to Section 2.4 in excess of the funds available in the Escrow Account, and Buyer’s sole source of recourse and recovery for such amounts due shall be the funds available in the Escrow Account. (f) If the Estimated Net Working Capital is greater than Final Purchase Price equals the Initial Purchase Price, then, within three (3) Business Days after the Final Closing Net Working CapitalPurchase Price is finally determined pursuant to this Section 2.4, then Buyer and the Sellers Seller shall return to Purchasers for cancellation the number of Hercules Shares (rounded deliver joint written instructions to the nearest whole share) equal Escrow Agent instructing the Escrow Agent to release all funds in the Escrow Account to the quotient 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. (Ag) such excessThe funds available in the Escrow Account may be distributed to Buyer and/or the Seller solely and exclusively in accordance with Section 2.4(d), divided Section 2.4(e), Section 2.4(f) and Section 2.9 and the terms of the Escrow Agreement, and shall not be available for any other payment to Buyer or any of its Affiliates (including, following the Closing, the Company). (h) Any payments made pursuant to this Section 2.4 shall be deemed an adjustment to the Final Purchase Price, to the extent permitted by (B) 3.36applicable Law.

Post-Closing Adjustment. (a) Not more Attached hereto as Section 2.10(a) of the Schedule of Exceptions sets forth a statement (the “Estimated Closing Statement”) containing the Company’s good faith estimates of Estimated Cash, Estimated Accounts Receivable, Estimated Accounts Payable, Closing Indebtedness, Company Expenses and Estimated WIP, in each case as of the close of business on the day immediately prior to the Closing Date, and a calculation of the Estimated Merger Consideration. The estimate of Estimated Cash, Estimated Accounts Receivable, Estimated Accounts Payable and Estimated WIP included in the Estimated Closing Statement and all computations and determinations related thereto shall be based on the Company’s books and records and other information available at the time and calculated in good faith in accordance with the principles set forth on Section 2.10(a) of the Schedule of Exceptions. (b) The Estimated Merger Consideration shall be, dollar for dollar: (i) increased in the event that the actual, final Cash as of the close of business on the day immediately prior to the Closing Date exceeds the Estimated Cash, or decreased in the event that the actual, final Cash as of the close of business on the day immediately prior to the Closing Date is less than twenty the Estimated Cash; (20ii) increased in the event that the actual, final Accounts Receivable as of the close of business on the day immediately prior to the Closing Date exceeds the Estimated Accounts Receivable, or decreased in the event that the actual, final Accounts Receivable as of the close of business on the day immediately prior to the Closing Date is less than the Estimated Accounts Receivable; (iii) increased in the event that the actual, final Accounts Payable as of the close of business on the day immediately prior to the Closing Date is less than the Estimated Accounts Payable, or decreased in the event that the actual, final Accounts Payable as of the close of business on the day immediately prior to the Closing Date exceeds the Estimated Accounts Payable; (iv) increased in the event that the actual, final Indebtedness as of the close of business on the day immediately prior to the Closing Date is less than the Estimated Indebtedness, or decreased in the event that the actual, final Indebtedness as of the close of business on the day immediately prior to the Closing Date exceeds the Estimated Indebtedness; (v) increased in the event that the actual, final WIP as of the close of business on the day immediately prior to the Closing Date exceeds the Estimated WIP, or decreased in the event that the actual, final WIP as of the close of business on the day immediately prior to the Closing Date is less than the Estimated WIP; and (vi) increased in the event that the actual, final Company Expenses as of the close of business on the day immediately prior to the Closing Date is less than the Estimated Company Expenses, or decreased in the event that the actual, final Company Expenses as of the close of business on the day immediately prior to the Closing Date exceeds the Estimated Company Expenses. Within ninety (90) days after the Closing Date, Purchasers Parent shall deliver cause to Sellers be prepared and delivered to the Stockholders’ Representative a certificate balance sheet of an authorized officer setting forth Purchasers’ calculation, the Company as of the close of business on the day immediately prior to the Closing Date, of the Net Working Capital Date together with (i) a statement (the “Proposed Final Closing Net Working CapitalStatement”) containing Parent’s determination of the actual amounts of Cash, Accounts Receivable, Accounts Payable, Indebtedness, WIP and Company Expenses, in each case as of the close of business on the day immediately prior to the Closing Date and (ii) a calculation of any adjustments to the Estimated Merger Consideration based on such calculations (the result of such calculation being the “Merger Consideration”). Such statement shall include separate line itemsThe calculation of Cash, as of the ClosingAccounts Receivable, for (i) cash Accounts Payable and cash equivalents WIP included in the Purchased Assets, (iiFinal Closing Statement and all computations and determinations related thereto shall be prepared in accordance with the principles set forth on Section 2.10(a) of the amount Schedule of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a)Exceptions. (bc) If within ten (10) Within 30 days following delivery of the Proposed Final Closing Net Working Capital calculation Sellers have not given Purchasers Statement to the Stockholders’ Representative, the Stockholders’ Representative shall deliver or cause to be delivered a written notice to Parent of their objection any dispute the Stockholders’ Representative has with respect to the Proposed preparation or content of the Final Closing Net Working Capital calculation (Statement, which written notice shall state specify with reasonable specificity and in reasonable detail the item(s) disputed and the basis for the dispute. The Stockholders’ Representative shall not dispute the accounting principles and adjustments used in preparing the Final Closing Statement and Merger Consideration if such principles and adjustments are, in the Stockholders’ Representative’s sole opinion, consistent with Section 2.10(a) of Sellersthe Schedule of Exceptions. If the Stockholders’ objection(s))Representative does not so notify Parent of a dispute with respect to the Final Closing Statement within such 30-day period, such Final Closing Statement will be final, conclusive and binding on the Parties. In the event of such notification of a dispute, Parent and the Stockholders’ Representative shall negotiate in good faith to resolve such dispute. If Parent and the Stockholders’ Representative, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after the Stockholders’ Representative notifies Parent of its objections, then Parent and the Proposed Closing Net Working Capital calculated Stockholders’ Representative jointly shall engage an independent certified public accounting firm that is not presently providing and has not provided either party or their Affiliates with services in the last two years as mutually agreed upon by Purchasers Parent and the Stockholders’ Representative (or any portion the “Independent Accounting Firm”) to resolve such dispute. As promptly as practicable thereafter, Parent and the Stockholders’ Representative shall each prepare and submit a presentation to the Independent Accounting Firm (collectively, the “Dispute Presentations”). As soon as practicable thereafter, Parent and the Stockholders’ Representative shall cause the Independent Accounting Firm to resolve only those items remaining in dispute between the parties in accordance with the provisions of this Section 2.10 within the range of the calculation to which Sellers do not object) shall constitute difference between Parent’s position with respect thereto and the “Final Closing Net Working Capital,” Stockholders’ Representative’s position with respect thereto based solely upon the information set forth in the Dispute Presentations. The costs of any fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by the parties in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. All determinations made by the Independent Accounting Firm will be final, conclusive and binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted the Merger Consideration (as finally determined pursuant to Section 2.10(c)) is less than the Independent Accountants for resolutionEstimated Merger Consideration, (1) Seller and Purchasers then the Stockholders’ Representative shall furnish pay or cause to be furnished paid to Parent an amount equal to such shortfall. If the amount of such shortfall is less than or equal to ten percent (10%) of the Holdback Amount, then such amount shall be retained from the Holdback Amount by the Parent. Otherwise, such shortfall amount shall be paid no later than five (5) business days following the date on which the Merger Consideration is finally determined pursuant to Section 2.10(c) by wire transfer of immediately available funds to an account or accounts designated in writing by Parent to the Independent Accountants such work papers and other documents and information relating Stockholder’s Representative prior to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to date such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellerspayment is due hereunder. (e) If the Final Closing Net Working Capital Merger Consideration (as finally determined pursuant to Section 2.10(c)) is greater than the Estimated Net Working Capital Merger Consideration, then within Parent shall pay or cause to be paid an amount in cash equal to such excess to the Stockholders’ Representative for the benefit of the Company Stockholders. Such amount shall be paid by Parent no later than five (5) Business Days business days following the date on which the Merger Consideration is finally determined pursuant to Section 2.10(c) by wire transfer of such Final Closing Net Working Capital being provided immediately available funds to an account or accounts designated in writing by the Stockholders’ Representative to Parent prior to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) date such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital payment is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36due hereunder.

Post-Closing Adjustment. (a) Not more than twenty (20) Within 120 calendar days after the Closing Date, Purchasers shall Buyer will deliver to Sellers Cannabist a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital statement (the “Proposed Closing Net Working CapitalStatement”). Such statement shall include separate line items, as ) setting forth Buyer’s calculation of the Closing, for following items (each a “Closing Item”): (i) cash and cash equivalents included in the Purchased AssetsCash (as finally determined pursuant to this Section 2.4, “Final Cash”), (ii) Working Capital (as finally determined pursuant to this Section 2.4, “Final Working Capital”) (provided, that in no event will the amount of outstanding accounts receivable included Final Working Capital be deemed to be greater than $1,000,000 more than the Target Working Capital; provided, further, that in the Purchased Assetsevent the Final Working Capital would be more than $1,000,000 more than the Target Working Capital but for the proviso contained herein, and the Final Working Capital shall be deemed to equal $1,000,000 more than the Target Working Capital); (iii) the aggregate amount of Assumed Liabilities described in Indebtedness of the Company as of immediately prior to the Closing (as finally determined pursuant to this Section 2.7(a2.4, “Final Indebtedness”); (iv) the aggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.4, “Final Transaction Expenses”), (v) the aggregate amount of Transaction Payments (as finally determined pursuant to this Section 2.4, “Final Transaction Payments”), and (vi) the resulting calculation of the Final Promissory Note Amount. (b) If within ten (10) Cannabist shall have 30 calendar days following delivery of the Proposed to dispute in writing any Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Item, after which time any undisputed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” Items shall be final, conclusive and binding and conclusive on the Parties. If Cannabist timely disputes any Closing Item, Buyer and Cannabist shall, for a period of 20 calendar days thereafter, use commercially reasonable and good faith efforts to attempt to resolve their differences in respect thereof; provided, that at any time after such 20 day period, either Buyer or Cannabist may elect to have M▇▇▇▇▇ LLP (the “Valuation Firm”) resolve any Closing Items that remain in dispute, in which event Buyer and Cannabist will instruct the Valuation Firm to deliver within 45 calendar days after appointment (or such other time period mutually agreed upon by B▇▇▇▇ and Cannabist) a written statement setting forth its determination, which statement shall be final, conclusive and binding on the Parties, absent manifest error, and shall be enforceable as an arbitration award in any court of competent jurisdiction under the Federal Arbitration Act or its state law equivalents. All fees and expenses relating to the work, if any, to be performed by the Valuation Firm will be borne by Buyer and the Members, respectively, in the proportion that the aggregate dollar amount of the disputed Closing Items submitted to the Valuation Firm by Buyer or Cannabist that are unsuccessfully disputed by it (as finally determined by the Valuation Firm) bears to the aggregate dollar amount of disputed Closing Items submitted by Buyer and Cannabist. Except as provided in the preceding sentence, all other costs and expenses incurred by B▇▇▇▇ and Cannabist in connection with resolving any dispute hereunder before the Valuation Firm will be borne by the Party incurring such cost and expense. The Valuation Firm shall determine only those Closing Items submitted to the Valuation Firm and its determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Valuation Firm will be based solely on presentations with respect to such disputed Closing Items by B▇▇▇▇ and Cannabist to the Valuation Firm and not on the Valuation Firm’s independent review. Buyer and Cannabist shall use their commercially reasonable efforts to make their respective presentations as promptly as practicable following submission to the Valuation Firm of the disputed Closing Items (but in no event later than 15 days after engagement of the Valuation Firm), and each of Buyer and Cannabist will be entitled, as part of its presentation, to respond to the presentation of the other and any questions and requests of the Valuation Firm. In deciding any matter, the Valuation Firm (i) will be bound by the provisions of this Section 2.4 and (ii) absent manifest error, may not assign a value to any disputed Closing Item greater than the greatest value for such Closing Item claimed by either Buyer or Cannabist or less than the smallest value for such Closing Item claimed by Buyer or Cannabist. Notwithstanding anything to the contrary contained herein, at any time Buyer and Cannabist may agree to settle any Closing Item dispute, including any dispute submitted to the Valuation Firm, which agreement shall be in writing and final, conclusive and binding upon all of the Parties with respect to the subject matter of any such dispute so resolved; provided, that Buyer and Cannabist shall provide a copy of such agreement to the Valuation Firm and shall instruct the Valuation Firm not to resolve such dispute, it being agreed that if the Valuation Firm nonetheless resolves such dispute for any reason, the agreement of Buyer and Cannabist shall control. (c) If Sellers give Purchasers timely notice of objectionthe Final Promissory Note Amount exceeds the Initial Promissory Note Amount (such excess amount, and if Sellers and Purchasers fail any, the “Excess Amount”), then the Promissory Note shall be amended to resolve increase the issues outstanding with respect amount due thereunder by an amount equal to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and SellersExcess Amount. (d) If issues are submitted to the Independent Accountants for resolutionFinal Promissory Note Amount is less than the Initial Promissory Note Amount (such shortfall amount, (1) Seller and Purchasers shall furnish or cause to be furnished to if any, the Independent Accountants such work papers and other documents and information relating to “Shortfall Amount”), then the disputed issues as the Independent Accountants may request and are available to that Party or its agents and Promissory Note shall be afforded amended to decrease the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination amount due thereunder by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36Shortfall Amount.

Post-Closing Adjustment. (ai) Not more than twenty (20) days after If the Closing Date, Purchasers shall deliver to Sellers a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Final Net Working Capital (as determined in accordance with Section 2.3(a)(ii) exceeds the “Proposed Closing Reference Working Capital, Purchaser shall pay to the Sellers by wire transfer of immediately available funds to one or more accounts designated by the Sellers the amount by which the Final Net Working Capital”). Such statement shall include separate line items, as Capital exceeds the Reference Working Capital plus any interest accruing on such amount at the Reference Rate beginning on the Closing Date through the date of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a)payment. (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (eii) If the Final Closing Cash as determined in accordance with Section 2.3(a)(ii) is positive, Purchaser shall pay to the Sellers by wire transfer of immediately available funds to one or more accounts designated by the Sellers the amount by which the Final Closing Cash is greater than zero plus interest accruing on such amount at the Reference Rate beginning on the Closing Date through the date of payment. (iii) Any Net Working Capital is greater than Shortfall and any Closing Cash Shortfall (together, the Estimated “Shortfall”), which amount shall include interest accruing on such funds in the Preliminary Purchase Price Escrow Account (the rate of such interest accruals being the “Reference Rate”) beginning on the Closing Date through the date of payment, shall be released to the Purchaser from the Preliminary Purchase Price Escrow Account, and the remaining amount, if any, in the Purchase Price Escrow Account shall be released to one or more accounts designated by the Sellers; provided, however, that if the Shortfall exceeds the amount on deposit in the Preliminary Purchase Price Escrow Account, such excess shall be payable by the Sellers. (iv) Any adjustment payment pursuant to Section 2.3(b) shall be paid within three Business Days after the determination of the Final Net Working Capital then within five (5) Business Days of such and the Final Closing Net Working Capital being provided Cash pursuant to Section 2.3(a)(ii). (v) Any right of the Purchasers, Purchaser to set-off and/or to withhold any adjustment payment pursuant to Section 2.3(b) shall be prohibited unless Purchaser’s respective set-off claim is undisputed or has been confirmed by final court decision. The Preliminary Purchase Price shall be adjusted in accordance with the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of aggregate amount paid (A) such excessto the Sellers pursuant to Sections 2.3(b)(i) and 2.3(b)(ii), divided by which amount shall increase the Preliminary Purchase Price, or (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock the Purchaser pursuant to this AgreementSection 2.3(b)(iii), and if Purchasers would otherwise be required, but for this proviso, which amount shall reduce the Preliminary Purchase Price. The Preliminary Purchase Price as so adjusted is referred to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to herein as the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the “Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36Purchase Price”.

Post-Closing Adjustment. (ai) Not more than twenty Within seventy-five (2075) days after the Closing Date, Purchasers Buyer shall prepare and deliver to Sellers Seller a certificate of an authorized officer statement setting forth Purchasers’ calculationits calculation of Closing Working Capital, Closing Indebtedness, Closing Transaction Expenses, and Credit for Referral Payments, which statement shall contain a balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital, Closing Indebtedness, Closing Transaction Expenses, and Credit for Referral Payments (the “Closing Statement”) and a certificate of the Chief Financial Officer of Buyer certifying that the Closing Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end as if such Closing Statement was being prepared as of a fiscal year end, as adjusted as set forth on Schedule B; provided that if Buyer does not deliver the Closing Statement within seventy-five (75) days after the Closing Date, of then the Net Closing Statement shall be deemed to be the Estimated Closing Statement and the Purchase Price shall be deemed to be equal to the Closing Date Payment. (ii) After the Closing, the adjustment to the Purchase Price shall be redetermined in the following manner: (A) either (1) an increase by the amount, if any, by which the Closing Working Capital (the “Proposed Closing Net Working Capital”as finally determined pursuant to Section 2.04(c). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Closing Working Capital then within five (5) Business Days is less than the bottom of such Final Closing Net the range of the Target Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, Capital; provided that, in each case, in no event shall Purchasers be required the absolute value of the adjustment to issue more than an aggregate the Purchase Price attributable solely to the Closing Working Capital exceed Five Hundred Thousand Dollars ($500,000); (B) a decrease by the Closing Indebtedness; (C) a decrease by the amount of 22,321,425 shares Closing Transaction Expenses; and (D) a decrease by the amount of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but Credit for this proviso, to issue more shares, then such additional amount owed to Sellers Referral Payments. Purchase Agreement 18 Project Acorn (iii) The post-closing adjustment shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If Purchase Price (as finally determined pursuant to Section 2.04(c)) minus the Estimated Net Working Capital is greater than Closing Date Payment (the Final “Post-Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36Adjustment”).

Post-Closing Adjustment. (a) Seller, at its expense, shall prepare, in accordance with the accounting principles and procedures set forth in Exhibit E hereto (the "CLOSING BALANCE SHEET PRINCIPLES"), an estimated balance sheet of the Business as of the close of business on the Closing Date (the "PRELIMINARY CLOSING BALANCE SHEET"). In addition, Seller shall prepare a report as of the Closing Date (the "PRELIMINARY CLOSING REPORT") setting forth its estimate of the net assets of the Business as of the Closing Date (the "PRELIMINARY NET ASSETS") as calculated in accordance with the Closing Balance Sheet Principles. Not more later than twenty two (202) business days prior to the Closing Date, Seller shall deliver to Buyer (i) the Preliminary Closing Balance Sheet and the Preliminary Closing Report and (ii) its estimate of the amount of the Closing Cash Payment. The Closing Cash Payment shall be equal to $150,000,000 (i) plus the amount, if any, by which the Preliminary Net Assets exceeds $58,000,000 or (ii) minus the amount, if any, by which $58,000,000 exceeds the Preliminary Net Assets. (b) As promptly as practicable following the Closing Date, Seller, at its expense, shall cause to be prepared in accordance with the Closing Balance Sheet Principles, a balance sheet of the Business as of the close of business on the Closing Date. This balance sheet (the "FINAL CLOSING BALANCE SHEET") shall be prepared by Seller and examined in accordance with the Closing Balance Sheet Principles and U.S. generally accepted auditing standards by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, independent auditors for Seller ("ARTH▇▇ ▇▇▇E▇▇▇▇"), and delivered to Buyer, as soon after the Closing Date as possible, but in no event later than sixty (60) days after the Closing Date, Purchasers and shall deliver to Sellers be accompanied by a certificate of an authorized officer report prepared by Arth▇▇ ▇▇▇e▇▇▇▇ (▇▇e "FINAL CLOSING REPORT") setting forth Purchasers’ calculation, the net assets of the Business as of the Closing DateDate (the "FINAL NET ASSETS"). At Buyer's expense, Buyer and Price Waterhouse LLP, independent auditors for Buyer ("PRICE WATERHOUSE") shall have the opportunity to participate in the physical inventory taken in connection with the preparation and examination of the Net Working Capital (the “Proposed Final Closing Net Working Capital”). Such statement shall include separate line itemsBalance Sheet, as and to review such of the Closing, for (i) cash worksheets and cash equivalents included in other documents created or utilized by Seller and the Purchased Assets, (ii) related work papers of Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇ connection with the amount of outstanding accounts receivable included in the Purchased Assets, preparation and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery examination of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” Balance Sheet as Buyer shall be binding and conclusive on the Partiesfrom time to time reasonably request. (c) If Sellers give Purchasers timely notice of objectionRecording fees, transfer taxes, and escrow fees incurred in connection with the conveyance of the Shares, Property, Real Property Leases, Subsidiary Real Property Leases (as hereafter defined) or personal property, including such taxes as are imposed by the Australian and New Zealand taxing authorities, shall be borne equally by Buyer and Seller and shall not be reflected as an asset or a liability on the Final Closing Balance Sheet. Costs associated with obtaining title insurance of the Property shall be the responsibility of Buyer. Sales and use taxes and all other similar taxes (other than income and franchise taxes) and all interest and penalties thereon incurred in connection with conveyance of the Property, Real Property Leases, Subsidiary Real Property Leases or personal property shall be borne equally by Buyer and Seller and shall not be reflected as an asset or a liability on the Final Closing Balance Sheet. Seller shall provide copies of the current or most recent property tax bills for the Property and, if Sellers and Purchasers fail available, for any leased properties, to resolve the issues outstanding with respect Buyer prior to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection noticeDate. After the Closing Date, Sellers any bills or requests for payment received by either Seller or Buyer in connection with the Business attributable to Taxes which have not been accrued on the Final Closing Balance Sheet and Purchasers shall submit reflect in whole or part liabilities retained or assumed, respectively, by Seller on the issues remaining in dispute to one hand, or Buyer on the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountantsother, the Independent Accounts shall be allocated between Buyer and Seller in the manner described in Section 5.9 hereof, or as otherwise appropriate under the terms of this Agreement; PROVIDED, HOWEVER, that neither party shall pay such bill ▇▇▇hout the prior written consent of the other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellersparty, which consent shall not be unreasonably withheld. (d) If issues are submitted Buyer shall have 30 days following delivery to Buyer of the Independent Accountants Final Closing Balance Sheet during which to notify Seller of any dispute of any item contained in the Final Closing Balance Sheet, which notice shall set forth in reasonable detail the basis for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents dispute and shall be afforded accompanied by a certificate of Price Waterhouse that they concur with each of the opportunity to present to posi- tions taken by Buyer in the Independent Accountants any material relating to notice that the disputed issues and to discuss the issues Final Closing Balance Sheet was not prepared in accordance with the Independent Accountants; and (2) Closing Balance Sheet Principles. If Buyer fails to notify Seller of any such dispute within such 30-day period, the determination by the Independent Accountants, as set forth in a notice Final Closing Balance Sheet shall be deemed to be delivered to both the agreed upon Final Closing Balance Sheet. In the event that Buyer shall so notify Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in any dispute, Buyer and Seller shall constitute cooperate in good faith to resolve such dispute as promptly as possible, and upon such resolution, the “Final Closing Net Working Capital,” Balance Sheet shall be final, binding and conclusive on the Parties and shall be used prepared in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations accordance with the Independent Accountants with respect to the terms agreement of Buyer and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and SellersSeller. (e) If Buyer and Seller are unable to resolve any such dispute within 15 days (or such longer period as Buyer and Seller shall mutually agree in writing) of Buyer's delivery of such notice, such dispute shall be resolved by the Independent Accounting Firm (as hereafter defined), and such determination shall be final and binding on the parties. Seller and Buyer shall mutually select the Independent Accounting Firm, but if Seller and Buyer cannot mutually agree on the identity of the Independent Accounting Firm, then Seller and Buyer shall each submit to the other party's independent auditor the name of a national accounting firm other than the firm whose report accompanied the Final Closing Net Working Capital is greater Balance Sheet or Buyer's objections thereto and other than any firm that has in the Estimated Net Working Capital prior two years provided services to Seller, Buyer or any of their respective Affiliates, and the Independent Accounting Firm shall be selected by lot from these two firms by the independent auditors of the two parties. (If no national accounting firm shall be willing to serve as the Independent Accounting Firm, then an arbitrator shall be selected to serve as such, such selection to be according to the above procedures.) Any expenses relating to the engagement of the Independent Accounting Firm shall be shared equally by Buyer and Seller. The Independent Accounting Firm shall be instructed to use every reasonable effort to perform its services within five (5) Business Days 15 days of such submission of the Final Closing Net Working Capital being provided Balance Sheet to it and, in any case, as promptly as practicable after such submission. The Final Closing Balance Sheet shall then be prepared by the Purchasers, Buyer and Seller based on the Purchasers determination of the Independent Accounting Firm. (f) The Purchase Price shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock be equal to the quotient Closing Cash Payment (i) plus the amount, if any, by which the Final Net Assets exceed the Preliminary Net Assets or (ii) minus the amount, if any, by which the Preliminary Net Assets exceed the Final Net Assets. Buyer or Seller, as the case may be, shall, within 10 business days after the final determination of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock the Final Closing Balance Sheet pursuant to this AgreementSections 2.6(c) and 2.6(d) hereof, and if Purchasers would otherwise be requiredmake payment by wire transfer in immediately available funds of the amount of such difference as determined pursuant to the preceding sentence, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount together with interest thereon at a rate equal to the number of shares exceeding 22,321,425 multiplied prime rate per annum on the date immediately preceding the date on which payment is to be made, as quoted by $3.36. If NationsBank, N.A., from the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded Date to the nearest whole share) equal to the quotient date of (A) such excess, divided by (B) 3.36payment.

Post-Closing Adjustment. The Parties acknowledge that the Initial Amount will be calculated and paid based on an assessment of Company that took into consideration the Estimated Working Capital and Estimated Net Debt, and which, therefore, is subject to post-closing adjustment as explained below (a"Initial Amount Adjustment") Not more than twenty , only in the event that the Initial Amount Adjustment amount exceeds the Minimum Adjustment Value of Initial Amount. 4.5.1. Within ninety (2090) days after from the Closing Date, Purchasers the Company shall deliver hand to Sellers the Parties a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital (the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, as of the Closing, for notice containing (i) cash Audited Balance Sheet Q1 2021, as provided below (if this sheet has not been delivered prior to Closing) and cash equivalents included in Company and its Subsidiaries consolidated financial statements for the Purchased Assetsbase Closing Date Date, subject to the limited review by an independent auditor ("Closing Financial Statements"); (ii) the amount Initial Amount calculated on the basis of outstanding accounts receivable included the formula in the Purchased Assets, and Exhibit 2.2.1(i); (iii) the amount of Assumed Liabilities the Company's Net Debt and Working Capital on the Closing Date, based on Closing Financial Statements ("Effective Net Debt" and "Effective Working Capital", respectively); (iv) calculation of the Adjustment of Initial Amount in the terms detailed below ("Notice of Adjustment of the Initial Amount"): (i) The Initial Amount will be calculated based on the formula set out in Exhibit 2.2.1(i) and will be subject to the Net Debt and Working Capital adjustments described in Section 2.7(a).items (ii) to (vi) below; (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (eii) If the Final Closing Net Effective Working Capital exceeds the Estimated Working Capital, the Initial Amount will be increased by the amount which the Effective Working Capital exceeds the Estimated Working Capital; (iii) If the Effective Working Capital is greater lower than the Estimated Working Capital, the Initial Amount will be reduced by the amount which the Estimated Working Capital exceeds Working Capital Effective; (iv) If Effective Net Debt exceeds Estimated Net Debt, Initial Amount will be reduced by the amount which Effective Net Debt exceeds Estimated Net Debt; (v) If the Effective Net Debt is lower than the estimated net debt amount, the Initial Amount will be increased by the amount at which the Effective Net Debt is less than the Estimated Net Working Capital then within five Debt; and (5vi) Business Days If the Initial Amount Adjustment results in a positive number lower, or a negative number higher than [*****] on behalf of such Final Closing Net Working Capital being provided Buyer or Sellers ("Minimum Adjustment Value of Initial Amount Adjustment"), no amount shall be due by either Party. 4.5.2. Within fifteen (15) days after receiving the Notice of Adjustment of Initial Amount, Buyer shall send to the PurchasersSeller in Charge , the Purchasers and Seller in Charge shall issue to Sellers the number of shares send Buyer a notice expressing their (rounded i) consent to the nearest whole sharecalculation of the Initial Amount Adjustment ("Notice of Acceptance of the Initial Amount") or (ii) disagreement with the calculation of Hercules Common Stock equal to the quotient Initial Amount Adjustment ("Notice of (A) such excess, divided by (B) 3.36, provided thatDisagreement of the Initial Amount"), in no event shall Purchasers which case the provisions of Clauses 6.1 and following will be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36observed.

Post-Closing Adjustment. (a) Not more Subsequent to the Closing and subject to this Section 2.6, the Estimated Initial Purchase Price shall be: (i) increased by the amount (if any) by which the Final Closing Cash exceeds the Estimated Closing Cash or decreased by the amount (if any) by which the Estimated Closing Cash exceeds the Final Closing Cash; (ii) increased by the amount (if any) by which the Final Closing Working Capital exceeds the Estimated Closing Working Capital or decreased by the amount (if any) by which the Estimated Closing Working Capital exceeds the Final Closing Working Capital; (iii) increased by the amount (if any) by which Estimated Closing Indebtedness exceeds the Final Closing Indebtedness, or decreased by the amount (if any) by which Final Closing Indebtedness exceeds Estimated Closing Indebtedness; (iv) increased by the amount (if any) by which Estimated Unpaid Seller Transaction Expenses exceeds the Final Unpaid Seller Transaction Expenses, or decreased by the amount (if any) by which Final Unpaid Seller Transaction Expenses exceeds Estimated Unpaid Seller Transaction Expenses; and (v) increased by the amount (if any) by which the Final Funded Expense Amount exceeds the Estimated Funded Expense Amount or decreased by the amount (if any) by which the Estimated Funded Expense Amount exceeds the Final Funded Expense Amount. The Estimated Initial Purchase Price, as so increased or decreased in accordance with this Section 2.6(a), shall be the “Final Initial Purchase Price” hereunder. (b) As soon as reasonably practicable, but not later than twenty (20) [***] days after the Closing Date, Purchasers Buyer shall deliver to Sellers Sellers’ Representative a certificate statement (the “Closing Date Statement”), executed by an officer of an authorized officer setting forth Purchasers’ calculationBuyer, of Buyer’s calculation of Closing Cash, Working Capital as of the close of business on the Closing Date, together with calculations of Indebtedness of the Net Working Capital (Company and the “Proposed Subsidiaries that is outstanding immediately prior to the Closing Net Working Capital”). Such statement shall include separate line items, as of and not repaid at the Closing, for (i) cash if any, Unpaid Seller Transaction Expenses, if any, Funded Expense Amount, if any, and cash equivalents included the Final Initial Purchase Price and, in each case, the components thereof, accompanied by reasonable supporting detail and documentation. The Closing Date Statement shall be prepared in accordance with the requirements of this Agreement, including Schedule II hereto, and on a basis consistent with the methodologies, policies, practices, classifications, judgments, estimation techniques, assumptions and principles used in the Purchased Assets, Financial Statements (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state extent not inconsistent with the basis requirements of Sellers’ objection(sthis Agreement and Schedule II hereof, including the definitions herein)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Buyer shall permit Sellers’ Representative and his Representatives (provided such representatives are subject to a duty of confidentiality and Sellers give Purchasers timely shall be responsible to Buyer for any breaches of such duty of confidentiality) reasonable access during normal business hours, upon reasonable notice and in a manner so as not to interfere with the normal business operations of objectionBuyer or the Company, to books and records, and if Sellers personnel of the Company and Purchasers fail the Subsidiaries utilized in preparing the Closing Date Statement to resolve permit Sellers’ Representative and his Representatives to review the issues outstanding with respect Closing Date Statement. Sellers’ Representative and his Representatives shall have the right to review the work papers of Buyer, and those of Buyer’s accountants (subject to Sellers’ Representative and his Representatives entering into any customary undertaking required by Buyer’s accountants in connection therewith), underlying, or utilized in preparing, the Closing Date Statement and Buyer’s calculation of the Final Initial Purchase Price to the Proposed extent reasonably necessary to verify the accuracy and fairness of the presentation of the Closing Net Working Capital within ten (10) days Date Statement and Buyer’s calculation of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining Final Initial Purchase Price in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellersconformity with this Agreement. (d) If issues are submitted to Within thirty (30) calendar days after his receipt of the Independent Accountants for resolutionClosing Date Statement, (1) Seller Sellers’ Representative shall either inform Buyer in writing that the Closing Date Statement is *** Certain information on this page has been omitted and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues filed separately with the Independent Accountants; Securities and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment AmountExchange Commission. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants Confidential treatment has been requested with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellersomitted portions. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36.

Post-Closing Adjustment. (a) Not more than twenty (20) days after the Closing Date, Purchasers shall deliver to Sellers a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital (the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery Upon completion of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” Statement pursuant to Section 3.2(b) above, the Preliminary Purchase Price shall be binding and conclusive further adjusted based on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Final Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, Statement as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amountthis Section 3.2(c). The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital Capital, then within five (5) Business Days of such the Preliminary Purchase Price shall be increased if and to the extent that the Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If exceeds the Estimated Net Working Capital and Buyer shall be obligated to pay such difference to Seller as provided in Section 3.2(c)(ii) below. If the Final Net Working Capital is greater less than the Final Closing Estimated Net Working Capital, then the Sellers Preliminary Purchase Price shall return to Purchasers for cancellation the number of Hercules Shares (rounded be reduced if and to the nearest whole shareextent that the Final Net Working Capital is less than the Estimated Net Working Capital, and Seller shall be obligated to pay such difference to Buyer as provided in Section 3.2(c)(ii) below (the “Net Adjustment Amount”). (ii) To the extent the Net Adjustment Amount produces a net payment due to Seller pursuant to Section 3.2(c)(i), the Preliminary Purchase Price shall be increased by an amount equal to the quotient Net Adjustment Amount, and Buyer shall pay such amount to Seller by wire transfer or other delivery of immediately available funds within five (A5) such excessbusiness days after the determination of the Net Adjustment Amount. (iii) To the extent the Net Adjustment Amount produces a net payment due to Buyer pursuant to Section 3.2(c)(i), divided the Preliminary Purchase Price shall be decreased by an amount equal to the Net Adjustment Amount, and Buyer shall reduce the amount of the Installment Payment due to Seller on August 1, 2020 by the Net Adjustment Amount. (Biv) 3.36The Preliminary Purchase Price, as so adjusted pursuant to this Section 3.2(c) is referred to herein as the “Purchase Price.”

Post-Closing Adjustment. (ai) Not more than twenty Within ninety (2090) days after the Closing Date, Purchasers Parent shall prepare and deliver to Sellers Securityholder Representative a certificate of an authorized officer statement (the “Closing Statement”) setting forth Purchasers’ calculationits calculation of Closing Working Capital, Company Cash, Holder Allocable Expenses and Company Indebtedness, which statement shall contain an unaudited balance sheet of the Company as of the Closing DateDate (without giving effect to the transactions contemplated herein). To the extent not set forth in the Closing Statement, upon delivery of the Net Working Capital (Closing Statement, Parent shall be deemed to have accepted and agreed with the Company’s calculations of all other items and amounts contained in the Estimated Closing Statement, the Holder Allocable Expense Certificate and the Indebtedness Certificate. If, for any reason, Parent fails to deliver the Closing Statement within the time period required by this Section 2.15(b)(i), the Estimated Closing Statement, the Holder Allocable Expense Certificate and the Indebtedness Certificate delivered by the Company to Parent prior to the Closing shall be considered for all purposes of this Agreement as being, collectively, the “Proposed Closing Net Working Capital”). Such Statement” delivered by the Parent pursuant to this Section and the Securityholder Representative shall have all of its rights under this Section 2.15 with respect to such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, certificates. (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital Adjustment as finally determined pursuant to this Section 2.15 is greater than the Estimated Net Working Capital then within five (5Closing Adjustment, Parent shall, or shall cause the Surviving Corporation to, pay such excess in accordance with Section 2.15(d) Business Days for the benefit of such Final the Company Securityholders. If the Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock Adjustment as finally determined pursuant to this AgreementSection 2.15 is less than the Estimated Closing Adjustment, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers Parent shall be paid entitled to receive such shortfall in cash accordance with Section 2.15(d). (iii) If the Company Cash as finally determined pursuant to this Section 2.15 is greater than the Estimated Company Cash, Parent shall, or shall cause the Surviving Corporation to, pay such excess in an amount equal accordance with Section 2.15(d) for the benefit of the Company Securityholders. If the Company Cash as finally determined pursuant to this Section 2.15 is less than the number Estimated Company Cash, Parent shall be entitled to receive such shortfall in accordance with Section 2.15(d). (iv) If the Estimated Holder Allocable Expenses are greater than the Holder Allocable Expenses as finally determined pursuant to this Section 2.15, Parent shall, or shall cause the Surviving Corporation to, pay such excess in accordance with Section 2.15(d) for the benefit of shares exceeding 22,321,425 multiplied by $3.36the Company Securityholders. If the Estimated Net Working Capital Holder Allocable Expenses are less than the Holder Allocable Expenses as finally determined pursuant to this Section 2.15, Parent shall be entitled to receive such shortfall in accordance with Section 2.15(d). (v) If the Estimated Indebtedness is greater than the Final Closing Net Working CapitalCompany Indebtedness as finally determined pursuant to this Section 2.15, then Parent shall, or shall cause the Sellers Surviving Corporation to, pay such excess in accordance with Section 2.15(d) for the benefit of the Company Securityholders. If the Estimated Indebtedness is less than the Company Indebtedness as finally determined pursuant to this Section 2.15, Parent shall return be entitled to Purchasers for cancellation receive such shortfall in accordance with Section 2.15(d). (vi) Without duplication, all amounts owed pursuant to Section 2.15(b) shall be aggregated, and the number of Hercules Shares net amount (rounded if any) owed by Parent to the nearest whole share) equal Company Securityholders, on the one hand, or the Company Securityholders to Parent (through the quotient of (A) such excessEscrow Fund as described below), divided by (B) 3.36on the other hand, shall be referred to as the “Post-Closing Adjustment.”

Post-Closing Adjustment. (a) Not more than twenty (20) days after the Closing Date, Purchasers shall deliver to Sellers a certificate of an authorized officer setting forth Purchasers’ calculation, as 2.5.5.1 The result of the Closing Date, of the Net Working Capital (the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to Amount minus the Proposed Estimated Net Working Capital Amount shall be the “Post-Closing Net Working Capital calculation Amount Adjustment”; the result of the value of the Closing Livestock (which notice calculated in accordance with Part C of Schedule 9) minus the value of the Estimated Livestock shall state be the basis “Post-Closing Livestock Adjustment”; and the result of Sellers’ objection(s)), then the Proposed Closing Cash Amount minus the Estimated Cash Amount shall be the “Post-Closing Cash Adjustment”. 2.5.5.2 The sum of the Post-Closing Net Working Capital calculated by Purchasers (or any portion of Amount Adjustment, the calculation to which Sellers do not object) Post-Closing Livestock Adjustment and the Post-Closing Cash Adjustment shall constitute be the “Final Post-Closing Net Working Capital,” Adjustment”. If the Post-Closing Adjustment is a positive number, then the Base Purchase Price shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice adjusted upward in an amount equal to of objectionsuch result, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts such amount shall be paid in cash by Purchaser (and Parent shall cause Purchaser have such other recognized national or regional independent accounting firm mutually acceptable amount paid in cash) to Purchasers and Sellers. Seller by wire transfer of immediately available funds to a bank account designated by Seller within three (d3) If issues are submitted to Business Days after the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be Statement becomes final, binding and conclusive on the Parties and parties. If the Post-Closing Adjustment is a negative number, then the Base Purchase Price shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash adjusted downward in an amount equal to the number absolute value of shares exceeding 22,321,425 multiplied such result, and such amount shall be paid to Purchaser by $3.36. If Seller in cash by wire transfer of immediately available funds to a bank account designated by Purchaser within three (3) Business Days after the Estimated Net Working Capital is greater than Closing Statement becomes final, binding and conclusive on the Final parties. 2.5.5.3 Notwithstanding the adjustment above-mentioned, the Parties agree that the Post-Closing Net Working Capital, then the Sellers Adjustment shall return to Purchasers for cancellation the number of Hercules Shares (rounded not be applied to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36extent its absolute value is less than USD 250,000 in aggregate.

Post-Closing Adjustment. (a) Not more than twenty (20) days after the Closing Date, Purchasers shall deliver to Sellers a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital (the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, as finally determined under Section 3.6(c), is more than the Estimated Closing Net Working Capital, Purchaser shall, within three (3) Business Days following the final determination of the Closing Net Working Capital pursuant to Section 3.6(c), and based upon such final determination, pay to Seller the amount of such excess in cash. Any payment by Purchaser to Seller under this Section 3.6(d) shall be made by wire transfer of immediately available funds to such account as Seller shall designate in writing to Purchaser. (ii) If the Closing Net Working Capital, as finally determined under Section 3.6(c), is less than the Estimated Closing Net Working Capital, Seller shall, within three (3) Business Days following the final determination of the Closing Net Working Capital pursuant to Section 3.6(c), and based upon such final determination, pay to Purchaser the amount of such deficiency in the form of a deduction from any outstanding balance due on the Note (it being understood that in the event of any dispute pursuant to Section 3.6(c) Purchaser shall remain obligated to timely pay in accordance with the payment terms contained in the Note the difference between any amount in dispute as set forth in the Dispute Notice and the amount then due to Seller under the Sellers Note). (iii) In addition, any outstanding principal balance on all Acquired Receivables, net of any reserves for doubtful or uncollectible accounts, included in the calculation of Closing Net Working Capital other than Acquired Receivables due from Navarre or its Affiliates or customers thereof (the “Navarre Receivables”) and not collected during the term of the Note other than upon the exercise of any right of return in the ordinary course of business, shall return be deducted from the outstanding balance due on the Note on the Maturity Date (as defined in the Note). Purchaser and Navarre shall use commercially reasonable efforts to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) collect all such excess, divided by (B) 3.36Acquired Receivables.

Post-Closing Adjustment. (a) Not more than twenty (20) Within 120 calendar days after the Closing Date, Purchasers shall Buyer will deliver to Sellers Cannabist a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital statement (the “Proposed Closing Net Working CapitalStatement”). Such statement shall include separate line items, as ) setting forth Buyer’s calculation of the Closing, for following items (each a “Closing Item”): (i) cash and cash equivalents included in the Purchased AssetsCash (as finally determined pursuant to this Section 2.4, “Final Cash”), (ii) Working Capital (as finally determined pursuant to this Section 2.4, “Final Working Capital”) (provided, that in no event will the amount of outstanding accounts receivable included Final Working Capital be deemed to be greater than $500,000 more than the Target Working Capital; provided, further, that in the Purchased Assetsevent the Final Working Capital would be more than $500,000 more than the Target Working Capital but for the proviso contained herein, and the FH12251261.5 Final Working Capital shall be deemed to equal $500,000 more than the Target Working Capital); (iii) the aggregate amount of Assumed Liabilities described in Indebtedness of the Company as of immediately prior to the Closing (as finally determined pursuant to this Section 2.7(a2.4, “Final Indebtedness”); (iv) the aggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.4, “Final Transaction Expenses”), (v) the aggregate amount of Transaction Payments (as finally determined pursuant to this Section 2.4, “Final Transaction Payments”) and (vi) the resulting Purchase Price (as finally determined pursuant to this Section 2.4, the “Final Purchase Price”). (b) If within ten (10) Cannabist shall have 30 calendar days following delivery of the Proposed to dispute in writing any Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Item, after which time any undisputed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” Items shall be final, conclusive and binding and conclusive on the Parties. If Cannabist timely disputes any Closing Item, Buyer and Cannabist shall, for a period of 20 calendar days thereafter, use commercially reasonable and good faith efforts to attempt to resolve their differences in respect thereof; provided, that at any time after such 20 day period, either Buyer or Cannabist may elect to have ▇▇▇▇▇▇ LLP (the “Valuation Firm”) resolve any Closing Items that remain in dispute, in which event Buyer and Cannabist will instruct the Valuation Firm to deliver within 45 calendar days after appointment (or such other time period mutually agreed upon by ▇▇▇▇▇ and Cannabist) a written statement setting forth its determination, which statement shall be final, conclusive and binding on the Parties, absent manifest error, and shall be enforceable as an arbitration award in any court of competent jurisdiction under the Federal Arbitration Act or its state law equivalents. All fees and expenses relating to the work, if any, to be performed by the Valuation Firm will be borne by Buyer and the Member, respectively, in the proportion that the aggregate dollar amount of the disputed Closing Items submitted to the Valuation Firm by Buyer or Cannabist that are unsuccessfully disputed by it (as finally determined by the Valuation Firm) bears to the aggregate dollar amount of disputed Closing Items submitted by Buyer and Cannabist. Except as provided in the preceding sentence, all other costs and expenses incurred by ▇▇▇▇▇ and Cannabist in connection with resolving any dispute hereunder before the Valuation Firm will be borne by the Party incurring such cost and expense. The Valuation Firm shall determine only those Closing Items submitted to the Valuation Firm and its determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Valuation Firm will be based solely on presentations with respect to such disputed Closing Items by ▇▇▇▇▇ and Cannabist to the Valuation Firm and not on the Valuation Firm’s independent review. Buyer and Cannabist shall use their commercially reasonable efforts to make their respective presentations as promptly as practicable following submission to the Valuation Firm of the disputed Closing Items (but in no event later than 15 days after engagement of the Valuation Firm), and each of Buyer and Cannabist will be entitled, as part of its presentation, to respond to the presentation of the other and any questions and requests of the Valuation Firm. In deciding any matter, the Valuation Firm (i) will be bound by the provisions of this Section 2.4 and (ii) absent manifest error, may not assign a value to any disputed Closing Item greater than the greatest value for such Closing Item claimed by either Buyer or Cannabist or less than the smallest value for such Closing Item claimed by Buyer or Cannabist. Notwithstanding anything to the contrary contained herein, at FH12251261.5 any time Buyer and Cannabist may agree to settle any Closing Item dispute, including any dispute submitted to the Valuation Firm, which agreement shall be in writing and final, conclusive and binding upon all of the Parties with respect to the subject matter of any such dispute so resolved; provided, that Buyer and Cannabist shall provide a copy of such agreement to the Valuation Firm and shall instruct the Valuation Firm not to resolve such dispute, it being agreed that if the Valuation Firm nonetheless resolves such dispute for any reason, the agreement of ▇▇▇▇▇ and Cannabist shall control. (c) If Sellers give Purchasers timely notice the Final Purchase Price exceeds the Estimated Purchase Price (such excess amount, if any, the “Excess Amount”), then within ten days following the determination of objectionthe Final Purchase Price, and if Sellers and Purchasers fail to resolve the issues outstanding with respect Buyer shall pay to the Proposed Closing Net Working Capital within ten (10) days Member such Excess Amount by wire transfer of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute immediately available funds to the Houston office of Deloitte LLP (account designated in writing by the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and SellersMember. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital Purchase Price is greater less than the Estimated Net Working Capital Purchase Price (such shortfall amount, if any, the “Shortfall Amount”), then within five (5) Business Days ten days following the determination of such the Final Closing Net Working Capital being provided Purchase Price, Cannabist and the Member shall, jointly and severally, pay to the Purchasers, the Purchasers shall issue to Sellers the number Buyer such Shortfall Amount by wire transfer of shares (rounded immediately available funds to the nearest whole share) account designated in writing by the Buyer. Buyer may deduct any unpaid Shortfall Amount from the amount due to CC VA under the Promissory Note in the order of Hercules Common Stock equal to interest due and owing and then in the quotient order of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36maturities.

Post-Closing Adjustment. (a) Not more than twenty (20) Within 120 calendar days after the Closing Date, Purchasers shall Buyer will deliver to Sellers Cannabist a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital statement (the “Proposed Closing Net Working CapitalStatement”). Such statement shall include separate line items, as ) setting forth Buyer’s calculation of the Closing, for following items (each a “Closing Item”): (i) cash and cash equivalents included in the Purchased AssetsCash (as finally determined pursuant to this Section 2.4, “Final Cash”), (ii) Working Capital (as finally determined pursuant to this Section 2.4, “Final Working Capital”) (provided, that in no event will the amount of outstanding accounts receivable included Final Working Capital be deemed to be greater than $1,000,000 more than the Target Working Capital; provided, further, that in the Purchased Assetsevent the Final Working Capital would be more than $1,000,000 more than the Target Working Capital but for the proviso contained herein, and the Final Working Capital shall be deemed to equal $1,000,000 more than the Target Working Capital); (iii) the aggregate amount of Assumed Liabilities described in Indebtedness of the Company as of immediately prior to the Closing (as finally determined pursuant to this Section 2.7(a2.4, “Final Indebtedness”); (iv) the aggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.4, “Final Transaction Expenses”), (v) the aggregate amount of Transaction Payments (as finally determined pursuant to this Section 2.4, “Final Transaction Payments”), and (vi) the resulting calculation of the Final Promissory Note Amount. (b) If within ten (10) Cannabist shall have 30 calendar days following delivery of the Proposed to dispute in writing any Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Item, after which time any undisputed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” Items shall be final, conclusive and binding and conclusive on the Parties. If Cannabist timely disputes any Closing Item, Buyer and Cannabist shall, for a period of 20 calendar days thereafter, use commercially reasonable and good faith efforts to attempt to resolve their differences in respect thereof; provided, that at any time after such 20 day period, either Buyer or Cannabist may elect to have ▇▇▇▇▇▇ LLP (the “Valuation Firm”) resolve any Closing Items that remain in dispute, in which event Buyer and Cannabist will instruct the Valuation Firm to deliver within 45 calendar days after appointment (or such other time period mutually agreed upon by ▇▇▇▇▇ and Cannabist) a written statement setting forth its determination, which statement shall be final, conclusive and binding on the Parties, absent manifest error, and shall be enforceable as an arbitration award in any court of competent jurisdiction under the Federal Arbitration Act or its state law equivalents. All fees and expenses relating to the work, if any, to be performed by the Valuation Firm will be borne by Buyer and the Members, respectively, in the proportion that the aggregate dollar amount of the disputed Closing Items submitted to the Valuation Firm by Buyer or Cannabist that are unsuccessfully disputed by it (as finally determined by the Valuation Firm) bears to the aggregate dollar amount of disputed Closing Items submitted by Buyer and Cannabist. Except as provided in the preceding sentence, all other costs and expenses incurred by ▇▇▇▇▇ and Cannabist in connection with resolving any dispute hereunder before the Valuation Firm will be borne by the Party incurring such cost and expense. The Valuation Firm shall determine only those Closing Items submitted to the Valuation Firm and its determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Valuation Firm will be based solely on presentations with respect to such disputed Closing Items by ▇▇▇▇▇ and Cannabist to the Valuation Firm and not on the Valuation Firm’s independent review. Buyer and Cannabist shall use their commercially reasonable efforts to make their respective presentations as promptly as practicable following submission to the Valuation Firm of the disputed Closing Items (but in no event later than 15 days after engagement of the Valuation Firm), and each of Buyer and Cannabist will be entitled, as part of its presentation, to respond to the presentation of the other and any questions and requests of the Valuation Firm. In deciding any matter, the Valuation Firm (i) will be bound by the provisions of this Section 2.4 and (ii) absent manifest error, may not assign a value to any disputed Closing Item greater than the greatest value for such Closing Item claimed by either Buyer or Cannabist or less than the smallest value for such Closing Item claimed by Buyer or Cannabist. Notwithstanding anything to the contrary contained herein, at any time Buyer and Cannabist may agree to settle any Closing Item dispute, including any dispute submitted to the Valuation Firm, which agreement shall be in writing and final, conclusive and binding upon all of the Parties with respect to the subject matter of any such dispute so resolved; provided, that Buyer and Cannabist shall provide a copy of such agreement to the Valuation Firm and shall instruct the Valuation Firm not to resolve such dispute, it being agreed that if the Valuation Firm nonetheless resolves such dispute for any reason, the agreement of Buyer and Cannabist shall control. (c) If Sellers give Purchasers timely notice of objectionthe Final Promissory Note Amount exceeds the Initial Promissory Note Amount (such excess amount, and if Sellers and Purchasers fail any, the “Excess Amount”), then the Promissory Note shall be amended to resolve increase the issues outstanding with respect amount due thereunder by an amount equal to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and SellersExcess Amount. (d) If issues are submitted to the Independent Accountants for resolutionFinal Promissory Note Amount is less than the Initial Promissory Note Amount (such shortfall amount, (1) Seller and Purchasers shall furnish or cause to be furnished to if any, the Independent Accountants such work papers and other documents and information relating to “Shortfall Amount”), then the disputed issues as the Independent Accountants may request and are available to that Party or its agents and Promissory Note shall be afforded amended to decrease the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination amount due thereunder by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36Shortfall Amount.

Post-Closing Adjustment. (a) Not more than twenty Within ninety (2090) calendar days after following the Closing Date, Purchasers Deloitte & Touche, LLP ("Deloitte") shall prepare and deliver to Sellers the Company, Acquisition and the Holder Representative (i) the Final Balance Sheet, and (ii) a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, calculation of the Net Working Capital Assets of the Company and its Subsidiary as set forth on the Final Balance Sheet (the “Proposed Closing Net Working Capital”"FINAL NET ASSETS"). Such statement The Final Balance Sheet shall include separate line itemsbe audited, as prepared in accordance with GAAP consistent with the preparation of the Closinghistorical consolidated financial statements of the Company and accompanied by an unqualified audit opinion. During the preparation of the Final Balance Sheet by Deloitte, for (i) cash Holder Representative and cash equivalents included each of the Principal Holders shall cooperate fully with Deloitte, in each case to the Purchased Assets, (ii) extent required by Deloitte in order to prepare the amount of outstanding accounts receivable included in Final Balance Sheet and render the Purchased Assets, and (iii) audit opinion. Such Final Balance Sheet shall be binding with respect to the amount of Assumed Liabilities described in Section 2.7(a)Post- Closing Adjustment on all parties to this Agreement. (b) If within ten The Final Net Assets shall be increased (10or reduced) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection dollar- for-dollar to the Proposed Closing Net Working Capital calculation (which notice shall state extent that the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers Final Deferred Income Tax Liability is less than (or any portion of exceeds) the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the PartiesDeferred Income Tax Liability. (c) If Sellers give Purchasers timely notice Within fifteen (15) calendar days of objection, and if Sellers and Purchasers fail to resolve delivery of the issues outstanding with respect Final Balance Sheet by Deloitte to the Proposed Company, Holder Representative and Acquisition, the following adjustments shall be made: (i) if the Post-Closing Net Working Capital within ten Adjustment (10as defined below) days is a negative number, the Surviving Corporation and Holder Representative shall instruct the Escrow Agent to return a portion of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute Escrow Deposit equal to the Houston office Post Closing Adjustment to the Surviving Corporation (including any interest accrued thereon) with any remaining amount paid to Holder Representative for the ratable benefit of Deloitte LLP Holders and (ii) if the “Independent Accountants”Post- Closing Adjustment is a positive number, the Surviving Corporation and Holder Representative shall instruct the Escrow Agent to return all of the Escrow deposit to Holder Representative for the ratable benefit of the Holders (including any interest accrued thereon) for resolutionwith any remaining amount to be paid by the Surviving Corporation. The "POST-CLOSING ADJUSTMENT" shall be computed by subtracting the Closing Date Net Assets from the Final Net Assets (as adjusted pursuant to SUBSECTION 2.5.2(d)). If for any reason such amount due exceeds the Houston office of Deloitte LLP is unwilling to act as the Independent AccountantsEscrow Deposit, the Independent Accounts Surviving Corporation shall be pay such other recognized national or regional independent accounting firm mutually acceptable excess to Purchasers and SellersHolder Representative for the ratable benefit of Holders. (d) If issues are submitted In the event that any taxing authority, court, or other governmental or regulatory authority determines that the deferred income tax liability of the Company related to the Independent Accountants for resolutioncash to accrual conversion as of December 31, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital 1996 is greater than the Final Closing Net Working CapitalDeferred Income Tax Liability, then Surviving Corporation and Holder Representative shall instruct the Sellers shall Escrow Agent to return to Purchasers for cancellation a portion of the number of Hercules Shares (rounded to the nearest whole share) Escrow Deposit equal to the quotient of (A) difference between such excess, divided by (B) 3.36amounts to Surviving Corporation.

Post-Closing Adjustment. (a) Not more Subsequent to the Closing and subject to Section 2.11(f), the Estimated Cash Consideration shall be: (i) increased by the amount (if any) by which the Final Cash exceeds the Estimated Cash or decreased by the amount (if any) by which the Estimated Cash exceeds the Final Cash; (ii) increased by the amount (if any) by which the Final Working Capital exceeds the Estimated Working Capital or decreased by the amount (if any) by which the Estimated Working Capital exceeds the Final Working Capital; (iii) increased by the amount (if any) by which the Estimated Closing Interest Bearing Indebtedness exceeds the Final Closing Interest Bearing Indebtedness or decreased by the amount (if any) by which the Final Interest Bearing Indebtedness exceeds the Estimated Closing Interest Bearing Indebtedness; and (iv) increased by the amount (if any) by which the Estimated Holdings’ Transaction Expenses exceeds the Final Holdings’ Transaction Expenses or decreased by the amount (if any) by which the Final Holdings’ Transaction Expenses exceeds the Estimated Holdings’ Transaction Expenses. The Estimated Cash Consideration, as so increased or decreased in accordance with this Section 2.11(a), shall be the “Final Cash Consideration” hereunder. (b) As soon as reasonably practicable, but not later than one hundred and twenty (20120) calendar days after the Closing Date, Purchasers Buyer shall (i) prepare a statement of the calculation of Closing Cash, Working Capital, Closing Interest Bearing Indebtedness and Holdings’ Transaction Expenses together with a calculation of the estimated Final Cash Consideration (the “Closing Date Statement”), and (ii) deliver the Closing Date Statement to Sellers a certificate Holdings. The calculations of an authorized officer setting forth PurchasersClosing Cash, Working Capital, Closing Interest Bearing Indebtedness and Holdings’ calculation, as Transaction Expenses for the purposes of the Closing Date, of the Net Working Capital (the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” Date Statement shall be binding and conclusive on prepared in accordance with the Partiesrequirements of this Agreement. (c) If Sellers give Purchasers timely notice of objectionBuyer shall permit Holdings and its representatives reasonable access to books and records, personnel, and if Sellers facilities of the Vidara Companies during normal working hours to permit Holdings to review the Closing Date Statement; provided, that such access does not unreasonably interfere with the business operations of the Vidara Companies and Purchasers fail that the Persons provided such access shall treat any confidential or proprietary information of the Vidara Companies received in connection therewith as confidential and shall not disclose such information to resolve the issues outstanding with respect any third party. Subject to the Proposed restrictions in the preceding sentence, Holdings shall have the right to review the work papers of Buyer underlying or utilized in preparing the Closing Net Working Capital within ten (10) days Date Statement and the calculation of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute estimated Final Cash Consideration to the Houston office extent reasonably necessary to verify the accuracy and fairness of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason presentation of the Houston office Closing Date Statement and calculation of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and SellersFinal Cash Consideration in conformity with this Agreement. (d) Within thirty (30) calendar days after its receipt of the Closing Date Statement, Holdings shall either inform Buyer in writing that the Closing Date Statement is acceptable or object thereto in writing, setting forth a specific description of each of its objections. If issues are submitted Holdings so objects and the Parties do not resolve such objections on a mutually agreeable basis within thirty (30) calendar days after Buyer’s receipt of Holdings’ objections, the remaining disputed items shall be resolved within an additional thirty (30) calendar days by Ernst & Young LLP or another mutually agreed accounting firm (the “Referral Firm”). Holdings shall make available to Buyer (upon request following the giving of any objection to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2Closing Date Statement) the determination by workpapers of Holdings generated in connection with its review of the Independent AccountantsClosing Date Statement. Upon the written agreement of the Parties, the decision of the Referral Firm, or if Holdings fails to deliver an objection to Buyer within the first 30-day period referred to above, the Closing Date Statement, as set forth in a notice to be delivered to both Seller and Purchasers within twenty so adjusted (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” Date Statement”), shall be final, conclusive and binding against the Parties. The statements of Closing Cash, Working Capital, Closing Interest Bearing Indebtedness and conclusive on Holdings’ Transaction Expenses set forth in the Parties and Final Closing Statement shall be used in computing the Adjustment Amount. The costs “Final Cash”, “Final Working Capital”, “Final Closing Interest Bearing Indebtedness” and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants“Final Holdings’ engagement, will be shared equally by Purchasers and SellersTransaction Expenses” for all purposes hereunder. (e) If In resolving any disputed item, the Referral Firm (i) shall be bound by the provisions of this Section 2.11, (ii) may not assign a value to any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by either Buyer or Holdings, (iii) shall limit its decision to such items as are in dispute and (iv) shall make its determination based solely on presentations by Buyer and Holdings which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of independent review). The fees and expenses of the Referral Firm shall be allocated between Buyer and Holdings in such a way that (x) Buyer shall be responsible for that portion of the fees and expenses multiplied by a fraction, the numerator of which is the aggregate dollar value of disputed items submitted to the Referral Firm that are resolved against Buyer (as finally determined by the Referral Firm) and the denominator of which is the total dollar value of the disputed items so submitted and (y) Holdings shall be responsible for the remaining amount of fees and expenses, which amount shall be paid out of the Temporary Escrow Amount. In the event of any dispute regarding such allocation, the Referral Firm shall determine the allocation of its fees and expenses as between Buyer and Holdings in accordance with such allocation methodology, such determination to be final and binding on both Buyer and Holdings. (f) Promptly after their receipt of the Final Closing Net Working Capital is greater than Date Statement, Holdings and Buyer shall compute the difference, if any, between the Estimated Net Working Capital Cash Consideration and the Final Cash Consideration. If the Estimated Cash Consideration exceeds the Final Cash Consideration, then Buyer shall be entitled to receive, promptly and in any event within five (5) Business Days Days, from the escrow account established under the Temporary Escrow Agreement an amount in cash equal to such excess amount, plus interest at the rate of such Final five percent (5%) per annum from the Closing Net Working Capital being provided Date to the Purchasersdate of payment. BUYER AGREES THAT ITS SOLE SOURCE OF RECOVERY UNDER THIS SECTION 2.11 SHALL BE LIMITED TO, AND SHALL NOT EXCEED IN THE AGGREGATE, THE TEMPORARY ESCROW AMOUNT. If the Purchasers Estimated Cash Consideration is less than the Final Cash Consideration, Holdings shall issue be entitled to Sellers receive, promptly and in any event within five (5) Business Days, from Buyer an amount in cash equal to such deficiency, plus interest at the number rate of shares five percent (rounded 5%) per annum from the Closing Date to the nearest whole share) date of Hercules Common Stock equal to the quotient of (A) such excesspayment; provided, divided by (B) 3.36that Buyer’s payment obligation under this Section 2.11 shall be limited to, provided that, and in no event shall Purchasers it exceed in the aggregate, the Temporary Escrow Amount (which maximum amount, for clarity, would be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid payable in cash in an amount equal addition to the number release of shares exceeding 22,321,425 multiplied by $3.36the full amount of the funds contained in the escrow account established under the Temporary Escrow Agreement to Holdings). If Following payment of the Estimated Net Working Capital is greater than amounts described above, Buyer and Holdings shall cause the Final Closing Net Working CapitalEscrow Agent to release the balance, then if any, of the Sellers shall return escrow account established under the Temporary Escrow Agreement to Purchasers for cancellation Holdings in accordance with the number terms of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36Temporary Escrow Agreement.

Post-Closing Adjustment. (ai) Not more than twenty (20) Within 45 days after the Closing Date, Purchasers Purchaser shall prepare and deliver to Sellers the Member Representative a certificate statement, which statement shall be substantially in the form of Section 2.07 of the Disclosure Schedules (the “Closing Statement”), attaching the following items and certifying as to Purchaser’s good faith preparation and calculation of the following items: (A) an authorized officer setting forth Purchasers’ calculationunaudited consolidated balance sheet of Target as of 11:59 P.M., as Dallas, Texas time, on the Closing Date (the “Closing Balance Sheet”); (B) the Closing Working Capital based on the Closing Balance Sheet, together with a calculation of the variance between the Estimated Closing Working Capital and Closing Working Capital; (C) the Closing Accrued Tax Amount (including each component item), together with a calculation of the variance between the Estimated Closing Accrued Tax Amount and the Closing Accrued Tax Amount; (D) the Closing Indebtedness (including each component item), together with a calculation of the variance between the Estimated Closing Indebtedness and the Closing Indebtedness; and (E) a calculation of the Post-Closing Adjustment. (ii) After each of the Closing DateWorking Capital, of the Net Working Capital Closing Accrued Tax Amount, and Closing Indebtedness has been finally determined in accordance with this Section 2.07 (the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, Closing Accrued Tax Amount and Closing Indebtedness, in each case, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection so finally determined being referred to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute herein as the “Final Closing Net Working Capital,”, “Final Closing Accrued Tax Amount”, and “Final Closing Indebtedness”), the Aggregate Merger Consideration shall be, if necessary, further adjusted to reflect the Post-Closing Adjustment, as follows: The “Final Post-Closing Adjustment Amount” shall be binding and conclusive on an amount equal to the Parties. (c) If Sellers give Purchasers timely notice of objectionFinal Closing Working Capital, minus the Final Closing Accrued Tax Amount, and if Sellers and Purchasers fail to resolve minus the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,Indebtedness. The “Estimated Post-Closing Adjustment Amount” shall be finalan amount equal the Estimated Closing Working Capital, binding minus the Estimated Closing Accrued Tax Amount, and conclusive on minus the Parties and shall be used in computing the Adjustment AmountEstimated Closing Indebtedness. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Post-Closing Net Working Capital Adjustment Amount is greater than the Estimated Net Working Capital then within five Post-Closing Adjustment Amount, Purchaser shall pay (5or shall cause the Surviving Corporation to pay) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares Members (rounded to the nearest whole shareon a pro rata basis in accordance with their respective Post-Closing Participating Percentages) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number absolute value of shares exceeding 22,321,425 multiplied by $3.36the difference between the Final Post-Closing Adjustment Amount and the Estimated Post-Closing Adjustment Amount (the “Post-Closing Adjustment”). If the Estimated Net Working Capital Final Post-Closing Adjustment Amount is greater less than the Final Estimated Post-Closing Net Working CapitalAdjustment Amount, then the Sellers Purchaser shall return be entitled to Purchasers for cancellation the number payment of Hercules Shares (rounded to the nearest whole share) an amount equal to the quotient of (APost-Closing Adjustment in accordance with Section 2.07(d)(vi) such excess, divided by (B) 3.36below.

Post-Closing Adjustment. (a) Not more than The Cash Purchase Price shall be subject to adjustment after the Closing Date as specified in this Section 1.3. (b) Within one hundred twenty (20120) days after following the Closing Date, Purchasers Buyer shall deliver cause PriceWaterhouseCoopers ("Buyer's Accountant") to Sellers a certificate audit the Company's books to determine whether the Net Worth Target and the Net Working Capital Target have been met (the "Post-Closing Audit"). The parties acknowledge and agree that for purposes of an authorized officer setting forth Purchasers’ calculation, determining the net worth and net working capital of the Company as of the Closing Date, the value of the assets of the Company shall, except with the prior written consent of Buyer, be calculated as provided in the last paragraph of Section 6.8 and shall be based upon a balance sheet which is consistent with the Company's unaudited balance sheet as of September 30, 1998 and income statement, statement of cash flows and statement of changes in members' equity for the nine-month period then ended (collectively, the "Interim Financials"). In the event that the Buyer's Accountant determines that the actual Company net worth as of the Closing Date or actual Company net working capital as of the Closing Date were less than the Net Worth Target or Net Working Capital Target, respectively, Buyer shall deliver a written notice (the "Financial Adjustment Notice") to the Members' Representative (as defined in Section 1.6), setting forth the determination of the actual Company net worth (the "Actual Company Net Worth") and actual Company net working capital ("Actual Company Net Working Capital"). Subject to the resolution of any dispute in connection with such determination as set forth in Section 1.3(c), (i) if the Actual Company Net Worth or Actual Company Net Working Capital is less than the Net Worth Target or Net Working Capital Target, respectively, the Purchase Price, at the option of the Buyer, shall be adjusted by the greater of (x) the difference between the Net Worth Target and the Actual Closing Net Worth and (y) the difference between the Net Working Capital (the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash Target and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Actual Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to (any such adjustment the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s"Purchase Price Adjustment")), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) The Members' Representative shall have thirty (30) days from the receipt of a Financial Adjustment Notice to notify Buyer if the Members dispute such Financial Adjustment Notice. If Sellers give Purchasers timely Buyer has not received a notice of objectionsuch dispute within such thirty (30) day period, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts Buyer shall be such other recognized national or regional independent accounting firm mutually acceptable entitled to Purchasers and Sellers. receive from the Members (d) If issues are submitted to which may, at Buyer's sole discretion, be from the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues Pledged Assets as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth defined in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36.Section 1.4)

Post-Closing Adjustment. (a) Not more than twenty (20) Within 120 calendar days after the Closing Date, Purchasers shall Buyer will deliver to Sellers Cannabist a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital statement (the “Proposed Closing Net Working CapitalStatement”). Such statement shall include separate line items, as ) setting forth Buyer’s calculation of the Closing, for following items (each a “Closing Item”): (i) cash and cash equivalents included in the Purchased AssetsCash (as finally determined pursuant to this Section 2.4, “Final Cash”), (ii) Working Capital (as finally determined pursuant to this Section 2.4, “Final Working Capital”) (provided, that in no event will the amount of outstanding accounts receivable included Final Working Capital be deemed to be greater than $500,000 more than the Target Working Capital; provided, further, that in the Purchased Assetsevent the Final Working Capital would be more than $500,000 more than the Target Working Capital but for the proviso contained herein, and the Final Working Capital shall be deemed to equal $500,000 more than the Target Working Capital); (iii) the aggregate amount of Assumed Liabilities described in Indebtedness of the Company as of immediately prior to the Closing (as finally determined pursuant to this Section 2.7(a2.4, “Final Indebtedness”); (iv) the aggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.4, “Final Transaction Expenses”), (v) the aggregate amount of Transaction Payments (as finally determined pursuant to this Section 2.4, “Final Transaction Payments”) and (vi) the resulting Purchase Price (as finally determined pursuant to this Section 2.4, the “Final Purchase Price”). (b) If within ten (10) Cannabist shall have 30 calendar days following delivery of the Proposed to dispute in writing any Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Item, after which time any undisputed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” Items shall be final, conclusive and binding and conclusive on the Parties. If Cannabist timely disputes any Closing Item, Buyer and Cannabist shall, for a period of 20 calendar days thereafter, use commercially reasonable and good faith efforts to attempt to resolve their differences in respect thereof; provided, that at any time after such 20 day period, either Buyer or Cannabist may elect to have M▇▇▇▇▇ LLP (the “Valuation Firm”) resolve any Closing Items that remain in dispute, in which event Buyer and Cannabist will instruct the Valuation Firm to deliver within 45 calendar days after appointment (or such other time period mutually agreed upon by B▇▇▇▇ and Cannabist) a written statement setting forth its determination, which statement shall be final, conclusive and binding on the Parties, absent manifest error, and shall be enforceable as an arbitration award in any court of competent jurisdiction under the Federal Arbitration Act or its state law equivalents. All fees and expenses relating to the work, if any, to be performed by the Valuation Firm will be borne by Buyer and the Member, respectively, in the proportion that the aggregate dollar amount of the disputed Closing Items submitted to the Valuation Firm by Buyer or Cannabist that are unsuccessfully disputed by it (as finally determined by the Valuation Firm) bears to the aggregate dollar amount of disputed Closing Items submitted by Buyer and Cannabist. Except as provided in the preceding sentence, all other costs and expenses incurred by B▇▇▇▇ and Cannabist in connection with resolving any dispute hereunder before the Valuation Firm will be borne by the Party incurring such cost and expense. The Valuation Firm shall determine only those Closing Items submitted to the Valuation Firm and its determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Valuation Firm will be based solely on presentations with respect to such disputed Closing Items by B▇▇▇▇ and Cannabist to the Valuation Firm and not on the Valuation Firm’s independent review. Buyer and Cannabist shall use their commercially reasonable efforts to make their respective presentations as promptly as practicable following submission to the Valuation Firm of the disputed Closing Items (but in no event later than 15 days after engagement of the Valuation Firm), and each of Buyer and Cannabist will be entitled, as part of its presentation, to respond to the presentation of the other and any questions and requests of the Valuation Firm. In deciding any matter, the Valuation Firm (i) will be bound by the provisions of this Section 2.4 and (ii) absent manifest error, may not assign a value to any disputed Closing Item greater than the greatest value for such Closing Item claimed by either Buyer or Cannabist or less than the smallest value for such Closing Item claimed by Buyer or Cannabist. Notwithstanding anything to the contrary contained herein, at any time Buyer and Cannabist may agree to settle any Closing Item dispute, including any dispute submitted to the Valuation Firm, which agreement shall be in writing and final, conclusive and binding upon all of the Parties with respect to the subject matter of any such dispute so resolved; provided, that Buyer and Cannabist shall provide a copy of such agreement to the Valuation Firm and shall instruct the Valuation Firm not to resolve such dispute, it being agreed that if the Valuation Firm nonetheless resolves such dispute for any reason, the agreement of Buyer and Cannabist shall control. (c) If Sellers give Purchasers timely notice the Final Purchase Price exceeds the Estimated Purchase Price (such excess amount, if any, the “Excess Amount”), then within ten days following the determination of objectionthe Final Purchase Price, and if Sellers and Purchasers fail to resolve the issues outstanding with respect Buyer shall pay to the Proposed Closing Net Working Capital within ten (10) days Member such Excess Amount by wire transfer of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute immediately available funds to the Houston office of Deloitte LLP (account designated in writing by the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and SellersMember. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital Purchase Price is greater less than the Estimated Net Working Capital Purchase Price (such shortfall amount, if any, the “Shortfall Amount”), then within five (5) Business Days ten days following the determination of such the Final Closing Net Working Capital being provided Purchase Price, Cannabist and the Member shall, jointly and severally, pay to the Purchasers, the Purchasers shall issue to Sellers the number Buyer such Shortfall Amount by wire transfer of shares (rounded immediately available funds to the nearest whole share) account designated in writing by the Buyer. Buyer may deduct any unpaid Shortfall Amount from the amount due to CC VA under the Promissory Note in the order of Hercules Common Stock equal to interest due and owing and then in the quotient order of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36maturities.

Post-Closing Adjustment. No later than the later of (ai) Not more than twenty (20) days after the 60th day following the Closing Date, Purchasers shall deliver or (ii) the seventh (7th) Business Days after the delivery to Sellers Parent of the audited financial statements of the Company for 2015 accompanied by the audit opinion letter of Deloitte & Touche LLP thereon, the Parent will cause to be prepared and delivered to the Member Representative a certificate of an authorized officer statement setting forth Purchasers’ calculationits calculation of the Closing Working Capital, which statement shall contain a consolidated balance sheet of the Company as of the Closing DateDate (without giving effect to the transactions contemplated herein), a calculation of the Net Closing Working Capital (the “Proposed Closing Net Working CapitalCapital Statement”). Such statement shall include separate line items, as ) and a certificate of the ClosingParent that the Closing Working Capital Statement was prepared in accordance with the Agreed Accounting Principles. The Closing Working Capital Statement shall also set forth (A) the variance, for (i) if any, between the Estimated Cash Balance and the actual amount of the cash and cash equivalents included at the Closing Time determined in accordance with the Purchased AssetsAgreed Accounting Principles (the “Actual Cash Balance”), (iiB) the variance, if any, between the Estimated Closing Date Indebtedness and the actual Closing Date Indebtedness as of the Closing Time (the “Actual Closing Date Indebtedness”), (C) the actual amount of the Merger Consideration recalculated based upon the actual Closing Working Capital, the Actual Cash Balance and the Actual Closing Date Indebtedness, and (D) the difference between the Merger Consideration paid at Closing and the actual amount of the Merger Consideration as finally determined (the “Post-Closing Adjustment”). If the amount of outstanding accounts receivable included the Post-Closing Adjustment, as adjusted pursuant to Section 2.14(e), if applicable, results in an increase in the Purchased AssetsMerger Consideration from that paid at Closing, Parent will pay to the Paying Agent, on behalf of the holders of the Company Units, an amount equal to the Post-Closing Adjustment (without deduction). Any amount payable by Parent to the Paying Agent pursuant to this Section 2.14(b) will be paid within three (3) Business Days of the final determination of the Post-Closing Adjustment (including any Review Period and/or Resolution Period as may be required pursuant to Section 2.14(c) or (d) below) by wire transfer of immediately available funds to an account specified by the Paying Agent. The Paying Agent shall distribute to each Company Securityholder who has tendered before such payment date his, her or its completed and (iiiduly executed Letter of Transmittal, such holder’s share of both the Post-Closing Adjustment Escrow Amount and the the Post-Closing Adjustment deposited by Parent based upon such holder’s entitlement to Merger Consideration computed after the Post-Closing Adjustment. If and to the extent there are holders of Company Units who have not yet tendered their letters of transmittal, the Paying Agent shall distribute the remainder of the payment(s) pursuant to Section 2.9. If the amount of Assumed Liabilities described the Post-Closing Adjustment, as adjusted pursuant to Section 2.14(e), if applicable, results in Section 2.7(a). a decrease in the Merger Consideration from that paid at Closing, the Member Representative and Parent shall provide written instructions to the Escrow Agent within three (b3) If within ten (10) days following delivery Business Days of the Proposed final determination of the Post-Closing Net Working Capital calculation Sellers Adjustment (including any Review Period and/or Resolution Period as may be required pursuant to Section 2.14(c) or (d) below) instructing Escrow Agent to release to Parent from the Post-Closing Adjustment Escrow Amount an amount equal to the Post-Closing Adjustment and to release the remaining Post-Closing Adjustment Escrow Amount, if any, to the Paying Agent for distribution to the Company Securityholders who have tendered before such payment date his, her or its completed and duly executed Letter of Transmittal based upon their entitlement to Merger Consideration after the Post-Closing Adjustment. If and to the extent there are holders of Company Units who have not given Purchasers yet tendered their letters of transmittal, the Paying Agent shall distribute the remainder of the payment(s) pursuant to Section 2.9. If the Post-Closing Adjustment exceeds the Post-Closing Adjustment Escrow Amount (the amount by which the Post-Closing Adjustment exceeds the Post-Closing Adjustment Escrow Amount is referred to hereinafter as the “Excess Amount”), (x) the Member Representative and Parent shall provide written notice of their objection instructions to the Proposed Escrow Agent instructing the Escrow Agent to release to Parent all of the funds in the Post-Closing Net Working Capital calculation Adjustment Escrow Amount and (which notice y) the Company Securityholders shall state pay, by bank wire transfer of immediately available funds to an account or accounts designated in writing by Parent, an amount equal to such Excess Amount with each Company Securityholder to pay an amount of such Excess Amount based upon their entitlement to Merger Consideration after the basis of Sellers’ objection(s))Post-Closing Adjustment. At Parent’s election and sole discretion, then the Proposed Closing Net Working Capital calculated by Purchasers (Parent may also recover all or any portion of the calculation to Excess Amount from the Indemnity Escrow Amount, in which Sellers do not object) shall constitute case the “Final Closing Net Working Capital,” Company Securityholders shall be binding and conclusive on obligated to promptly replenish the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If Indemnity Escrow Amount for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amountportion. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock Any payments made pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers Section 2.14(b) shall be paid in cash in treated as an amount equal adjustment to the number of shares exceeding 22,321,425 multiplied Merger Consideration by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capitalparties for Tax purposes, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided unless otherwise required by (B) 3.36Law.