Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. (a) Within forty-five (45) days after the Closing Date, Parent shall prepare and deliver to the Member Representative and the Stockholders Representative for their respective review a report (the “Post-Closing Report”), substantially in the form of the Preliminary Closing Report, setting forth each of the following: (i) an unaudited consolidated balance sheet as of the Closing Date of the Company prepared in accordance with GAAP on a basis consistent with the Company Audited Financial Statements, (ii) a statement with Parent’s calculations, in accordance with the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as of the Report Date, Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital (which shall take into account any payments made in accordance with Section 2.6(e)), the SLJV Component, and the MTR Excess Expense Amount, and (iii) a schedule with Parent’s calculation, determined in accordance with the Sample Company Merger Consideration Calculation, of the Company Merger Consideration and any necessary adjustment to the Estimated Company Merger Consideration, in each case, with supporting calculations, documentation and data setting forth in reasonable detail Parent’s calculations with respect to each of the foregoing. (b) During the thirty (30) day period following delivery of the Post-Closing Report to the Member Representative and the Stockholders Representative, Parent shall (i) provide, and cause the Company to provide, the Member Representative, the Stockholders Representative and their respective Representatives with reasonable access during normal business hours, upon reasonable advance notice, to the books and records of the Company and MTR and the working papers of Parent, in each case relating to the Post-Closing Report and the matters set forth therein, and (ii) cooperate, and cause the Company and MTR to cooperate, with the Member Representative, the Stockholders Representative and their respective Representatives to provide them with other information used in preparing the Post-Closing Report reasonably requested by the Member Representative and their respective Representatives including, upon reasonable advance notice, access during normal business hours to relevant personnel and records of Parent, MTR and the Company. The Post-Closing Report shall become final and binding on the thirtieth (30th) day following delivery thereof unless, prior to the end of such period, either the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, a “Notice of Disagreement”) specifying, in reasonable detail, the nature and amount of any disputed item (a “Disputed Item”), including supporting calculations, documentation and data to support its position. The Member Representative, the Stockholders Representative and Parent shall be deemed to have agreed with all items and amounts in the Post-Closing Report not specifically addressed in a Notice of Disagreement, and such items and amounts shall not be subject to review under Section 2.9(d) or Section 2.9(e).

Post-Closing Adjustment. (a) Within forty-five (45) days after As soon as reasonably practicable following the Closing Date, Parent and, in any event, no later than sixty (60) days thereafter, Purchaser shall prepare and deliver to the Member Representative and the Stockholders Representative for their respective review a report (the “Post-Closing Report”), substantially in the form of the Preliminary Closing Report, setting forth each of the following: Seller (i) an unaudited consolidated balance sheet as of the Closing Date of the Company prepared in accordance with GAAP on a basis consistent with as at the Company Audited Financial Statements, Closing (the “Closing Balance Sheet”) and (ii) a statement with Parent’s calculations, in accordance (together with the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as of the Report Date, Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital (which shall take into account any payments made in accordance with Section 2.6(e))Balance Sheet, the SLJV Component, and the MTR Excess Expense Amount, and (iii“Statement”) a schedule with Parent’s calculation, determined in accordance with the Sample Company Merger Consideration Calculation, of the Company Merger Consideration and any necessary adjustment to the Estimated Company Merger Considerationsetting forth, in each case, as of the Measurement Time, Purchaser’s calculation of (A) Working Capital, (B) Cash, (C) Funded Debt and (D) Unpaid Company Transaction Expenses, together with a calculation of the Purchase Price based on such amounts and reasonable supporting calculationsdetail, documentation in the case of each of clauses (i) and data setting (ii), based on the books and records of the Company as of the Measurement Time and determined and calculated in accordance with the Accounting Principles and applicable definitions set forth herein, and in reasonable detail Parent’s calculations a manner consistent with the Sample Calculation, and without taking into account (x) any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting from the Transactions or (y) any change, circumstance, act, decision, fact or development occurring after the Measurement Time for purposes of establishing or altering a reserve or otherwise. If Purchaser fails to timely deliver or cause to be delivered a Statement in accordance with this Section 1.04(a), then the Estimated Statement shall be deemed to be the Statement, and Seller may deliver a Notice of Disagreement with respect to each of the foregoingthereto in accordance with Section 1.04(b). (b) During the sixty (60) day period following Seller’s receipt of the Statement, Seller and its Representatives shall be permitted to review any working papers of Purchaser and its Representatives prepared in connection with the Statement. The Statement shall become final and binding upon Seller and Purchaser at 11:59 p.m., New York City time, on the date that is sixty (60) days following Seller’s receipt thereof (the “Disagreement Deadline”), unless Seller gives written notice to Purchaser of its disagreement with the Statement and any item or calculation set forth therein (a “Notice of Disagreement”) prior to such time; provided, however, that if Purchaser has not provided the access or information to Seller contemplated by Section 1.04(e), the Disagreement Deadline shall be automatically extended until the date that is five (5) Business Days after Purchaser provides such access or information pursuant to Section 1.04(e). If the Notice of Disagreement is delivered by Seller prior to the Disagreement Deadline, then the Statement (as revised in accordance with this Section 1.04) shall become final and binding upon Seller and Purchaser on the earlier of (A) the date Seller and Purchaser resolve in writing all differences they have with respect to the matters specified in the Notice of Disagreement and (B) the date all disputed matters are finally resolved in writing by the Accounting Firm. During the thirty (30) day period following the delivery of the Post-Closing Report a Notice of Disagreement, Seller and Purchaser shall seek in good faith to resolve in writing any differences that they have with respect to the Member Representative matters specified in the Notice of Disagreement and agree on a final and binding determination of such disputed items or calculations. If any matter specified in the Stockholders RepresentativeNotice of Disagreement remains in dispute at the end of such thirty (30) day period, Parent then Seller and Purchaser shall (i) provideengage the dispute resolution group of Ernst & Young LLP or, and cause the Company to provideif Ernst & Young LLP refuses such engagement, the Member Representativedispute resolution group of an internationally recognized independent accounting firm mutually satisfactory to Seller and Purchaser (the “Accounting Firm”), to resolve any and all such matters and, no later than five (5) days following such engagement, shall submit to the Stockholders Representative Accounting Firm in writing their respective positions with respect to any and all matters that remain in dispute and that were included in the Notice of Disagreement. Seller and Purchaser shall jointly instruct the Accounting Firm that it (1) shall act as an expert and not as an arbitrator, (2) shall review only the matters that were included in the Notice of Disagreement and that remain in dispute, (3) shall make its determination in accordance with the requirements of this Section 1.04 and based solely on the written submissions of Seller and Purchaser and their respective Representatives and not by independent review, (4) shall not assign a value for any item that remains in dispute that is greater than the greatest value, or smaller than the smallest value, set forth by either Seller or Purchaser with reasonable access during normal business hours, upon reasonable advance notice, respect to such item in their written submissions to the books Accounting Firm and records (5) shall render its written decision as promptly as practicable, but in no event later than thirty (30) days after submission to the Accounting Firm of the Company last to be submitted of all matters in dispute. For the avoidance of doubt, neither Seller nor Purchaser shall have any ex parte communications with the Accounting Firm. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. The scope of the disputes to be resolved by the Accounting Firm shall be limited to whether there were mathematical errors in the Statement and MTR whether any component of the Purchase Price as calculated in the Statement was calculated in accordance with the applicable definitions herein, the Accounting Principles and this Section 1.04, and the working papers Accounting Firm is not authorized or permitted to make any other determination, including any determination as to whether the Accounting Principles were followed in calculating Target Working Capital or whether any inclusion in or omission from the Sample Calculation is correct. Any determination by the Accounting Firm, and any work or analysis performed by the Accounting Firm in connection with its resolution of Parentany dispute under this Section 1.04, shall not be admissible in each case relating evidence in any Proceeding between Seller and Purchaser, other than to the Post-Closing Report extent necessary to enforce any payment obligation under Section 1.04(c). Without limiting the generality of the foregoing, the Accounting Firm is not authorized or permitted to make any determination as to any matter contemplated by this Agreement, except as set forth in this Section 1.04. The Accounting Firm’s determination shall be accompanied by a certificate of the Accounting Firm that it reached its decision in accordance with the provisions of this Section 1.04(b). The certificate of the Accounting Firm shall be final, conclusive and binding on the Parties, absent manifest error or fraud. The fees and expenses of the Accounting Firm in its capacity as such shall be borne by Seller and Purchaser in inverse proportion as such Parties may prevail on matters resolved by the Accounting Firm, which proportionate allocations also shall be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees, costs and expenses of Purchaser incurred in connection with its preparation of the Statement, its review of any Notice of Disagreement and its preparation of any written submission to the Accounting Firm shall be borne by Purchaser, and the matters fees, costs and expenses of Seller incurred in connection with its review of the Statement, its preparation of any Notice of Disagreement and its preparation of any written submission to the Accounting Firm shall be borne by Seller. (c) If the Closing Date Purchase Price is less than the Final Purchase Price, then Purchaser shall pay to Seller the amount of such difference by wire transfer of immediately available funds no later than five (5) Business Days after the Statement becomes final and binding on Seller and Purchaser pursuant to Section 1.04(b). If the Final Purchase Price is less than the Closing Date Purchase Price, then Seller shall pay to Purchaser the amount of such difference by wire transfer of immediately available funds no later than five (5) Business Days after the Statement becomes final and binding on Seller and Purchaser pursuant to Section 1.04(b). (d) Each line item of Working Capital shall be calculated in the same manner, using the same application of the Accounting Principles, as the corresponding line item of Target Working Capital set forth therein, and in the sample calculation set forth as Annex C (iithe “Sample Calculation”) cooperate, and cause was calculated. The Parties acknowledge that the Company and MTR to cooperate, with the Member Representative, the Stockholders Representative and their respective Representatives to provide them with other information used in preparing the Post-Closing Report reasonably requested Purchase Price adjustment contemplated by this Section 1.04 can only be effected as intended by the Member Representative Parties if Target Working Capital and their respective Representatives includingWorking Capital as of the Measurement Time are calculated in the same manner and using the same application of the Accounting Principles. Any inclusion in or omission from the Sample Calculation that is based upon an error of fact or a mathematical error shall be carried forward for purposes of calculating Working Capital as of the Measurement Time. (e) Purchaser agrees that, upon reasonable advance notice, access during normal business hours to relevant personnel from and records of Parent, MTR after the Closing and until the Company. The Post-Closing Report date on which the Statement shall become final and binding on the thirtieth Parties pursuant to Section 1.04(b), (30thi) day following delivery thereof unlessit shall preserve the accounting Records of the Company on which the Statement is to be based and shall not take any action with respect to such Records that would obstruct, prior prevent or otherwise affect the procedures or the results of the procedures set forth in this Section 1.04 and (ii) it shall afford and cause to be afforded to Seller and any Representative of Seller in connection with the preparation of any Notice of Disagreement and any adjustment to the end Purchase Price contemplated by this Section 1.04 access, upon reasonable notice and during normal business hours, to the properties, books, contracts, personnel and Records of such periodthe Company and Purchaser’s and its accountants’ work papers relevant to the preparation of the Statement, either the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, a “any Notice of Disagreement”) specifyingDisagreement and the adjustment contemplated by this Section 1.04, in and shall provide Seller, upon Seller’s reasonable detailrequest and at Seller’s expense, the nature and amount with copies of any disputed item such books, contracts, Records and work papers; provided that (a “Disputed Item”), including supporting calculations, documentation 1) such Records and data to support its position. The Member Representative, the Stockholders Representative and Parent information shall be deemed to have agreed with all items and amounts in used solely for purposes of determining the Post-Closing Report not specifically addressed in a Notice of DisagreementFinal Purchase Price, and (2) such items and amounts access shall not be subject to review under Section 2.9(d) include any legally privileged information or Section 2.9(e)communications.

Post-Closing Adjustment. (a) Within forty-five (45) 90 calendar days after the Closing Date, Parent shall prepare and deliver to the Member Representative and the Stockholders Representative for their respective review a report (the “Post-Closing Report”), substantially in the form of the Preliminary Closing Report, setting forth each of the following: (i) an unaudited consolidated balance sheet of the Company as of the Measurement Time (the “Closing Balance Sheet”), and (ii) a statement (the “Post-Closing Statement”) setting forth Parent’s calculation of (A) the Working Capital as of the Measurement Time, including the components thereof, as calculated from the Closing Balance Sheet (the “Closing Date Working Capital”), (B) the Company Cash as of the Measurement Time (the “Closing Date Cash”), (C) the Company Indebtedness as of the Closing Date (the “Closing Date Indebtedness”), and (D) the Transaction Expenses of the Company through the Closing (the “Closing Date Transaction Expenses”). The Closing Balance Sheet, Closing Date Working Capital, Closing Date Cash, Closing Date Indebtedness, and Closing Date Transaction Expenses (x) will be prepared in accordance with GAAP on a basis consistent with using the Company Audited Financial Statements, same method and methodologies that were used in the preparation of (ii1) a statement with Parent’s calculations, in accordance with the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as respect of the Report DateClosing Date Working Capital, the Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital Illustration and (which shall take into account any payments made 2) in accordance with Section 2.6(e)), respect of the SLJV Component, Closing Balance Sheet and the MTR Excess Expense Amount, and (iii) a schedule with Parent’s calculation, determined in accordance with the Sample Company Merger Consideration Calculation, of the Company Merger Consideration and any necessary adjustment to the Estimated Company Merger Consideration, in each case, with supporting calculations, documentation and data setting forth in reasonable detail Parent’s calculations with respect to each of the foregoing. (b) During the thirty (30) day period following delivery other items of the Post-Closing Report Statement, the Company’s audited financial statements as of and for the fiscal year ended December 31, 2021 (to the Member extent such method and methodologies are consistent with GAAP), (y) will not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the consummation of the Transactions, and (z) shall be based on the facts and circumstances that exist as of the Closing Date without taking into account the effects of the consummation of the Transactions. Parent will provide the Representative and the Stockholders Representative, Parent shall (i) provide, and cause the Company to provide, the Member Representative, the Stockholders Representative and their respective Representatives with ’s representatives reasonable access during normal business hours, upon reasonable advance notice, to the books and records of the Company and MTR and the working papers of Parent, in each case relating to the Post-Closing Report and the matters set forth therein, and (ii) cooperate, and cause the Company and MTR to cooperate, with the Member Representative, the Stockholders Representative and their respective Representatives to provide them with other information used in preparing the Post-Closing Report reasonably requested by the Member Representative and their respective Representatives including, upon reasonable advance notice, access during normal business hours to relevant personnel the books and records of Parent, MTR and its and the Company. The Third Surviving Entity’s employees and representatives to the extent necessary to determine the accuracy of the calculations set forth in the Post-Closing Report shall become Statement and will instruct such employees and representatives to reasonably cooperate with the Representative and the Representative’s representatives in connection with their determination of the accuracy of the calculations set forth in the Post-Closing Statement. (b) The Representative may object to the Closing Balance Sheet or Post-Closing Statement (or any component thereof) by written notice to Parent within 30 calendar days after the Representative receives the Closing Balance Sheet and the Post-Closing Statement. If the Representative does not so object, then the Closing Balance Sheet and the Post-Closing Statement (including all components set forth therein) will each be considered final and binding on the thirtieth (30th) day following delivery thereof unless, prior to at the end of the last day of that 30-day period. If the Representative does so object during such period, either period and the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, a “Notice of Disagreement”) specifying, in reasonable detail, the nature and amount of any disputed item (a “Disputed Item”), including supporting calculations, documentation and data to support its position. The Member Representative, the Stockholders Representative and Parent shall be deemed are unable to have resolve their differences within 30 calendar days after the Representative so objected, then the Representative and Parent will instruct their respective accountants to use commercially reasonable efforts to resolve such disputed items to their mutual satisfaction and to deliver a final Closing Balance Sheet and final Post-Closing Statement to the Representative and Parent as soon as possible. If the Representative’s accountants and Parent’s accountants are unable to resolve any such disputed items within 30 calendar days after receiving such instructions, then the Representative and Parent will submit a list of the remaining disputed items and the respective values attributable thereto to Ernst & Young or such other nationally recognized accounting firm mutually agreed with all by Parent and the Representative in writing (the “Accounting Firm”) for resolution, and they will instruct the Accounting Firm to determine the final Closing Balance Sheet, Closing Date Working Capital, Closing Date Cash, Closing Date Indebtedness, and Closing Date Transaction Expenses and to deliver its determination to the Representative and Parent as soon as possible. The Accounting Firm will consider only those items and amounts in the Representative’s and Parent’s respective calculations of the Closing Balance Sheet, Closing Date Working Capital, Closing Date Cash, Closing Date Indebtedness, and Closing Date Transaction Expenses that are identified as being items and amounts to which the Representative and Parent have been unable to agree. In resolving any disputed item, the Accounting Firm must assign the item a value equal to or between the values claimed respectively by the Representative and Parent. The Accounting Firm will determine the Closing Date Working Capital, Closing Date Cash, Closing Date Indebtedness, or Closing Date Transaction Expenses based solely on the written materials submitted by the Representative and Parent. The determination of the Accounting Firm will be final, conclusive and binding upon the Parties for all purposes and will be non-appealable, and Parent, the Representative and the Indemnitors each will not have any right to, and will not, institute any Action challenging such determination or with respect to the matters that are the subject of this Section 1.12, except that they will not be precluded from instituting or pursuing an Action to enforce such determination. Except as specifically set forth in Article 7 with respect to the Final Closing Date Transaction Expenses and the Final Closing Date Indebtedness, the provisions of this Section 1.12 shall be the sole recourse and remedies of the Parties against one another with respect to those items and amounts that are under dispute pursuant to this Section 1.12 and neither Parent nor any of the Company’s stockholders or the Representative (in the case of the Representative, except with respect to the Indemnitors pursuant to Sections 7.11(d) and 7.11(h)) shall be entitled to seek indemnification or recovery of any attorneys’ fees or other professional fees or expenses incurred by such Person in connection with any dispute governed by this Section 1.12. The Accounting Firm will act as an expert and not as an arbitrator. The Representative and Parent shall not have any ex parte communications with the Accounting Firm and any presentations and information provided to the Accounting Firm by a party shall be concurrently provided to the other party. The Accounting Firm shall allocate its fees and expenses between Parent and the Representative, on behalf of the Indemnitors, based upon the relative extent to which the positions of Parent and the Representative are upheld by the Accounting Firm. The relative extent to which such positions are upheld will be determined by comparing (x) the difference between the Final Merger Consideration as finally determined pursuant to this Section 1.12(b) and the Merger Consideration assuming all of the positions asserted by Parent in the Post-Closing Report not specifically addressed Statement had been upheld in their entirety by the Accounting Firm and (y) the difference between the Final Merger Consideration as finally determined pursuant to this Section 1.12(b) and the Merger Consideration assuming all of the positions asserted by the Representative in an objection delivered by the Representative in accordance with this Section 1.12(b) had been upheld in their entirety by the Accounting Firm. By way of illustration, if the Representative’s calculations would have resulted in a Notice $100,000 net payment from Parent to the Indemnitors, Parent’s calculations would have resulted in a $100,000 net payment from the Indemnification Escrow Fund to Parent and the Accounting Firm’s final determination results in an aggregate net payment of Disagreement$50,000 to Parent pursuant to this Section 1.12(b), the Representative and Parent shall pay 75% and 25%, respectively, of the Accounting Firm’s fees and expenses. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties in connection with resolving any disputes under this Section 1.12(b) before the Accounting Firm shall be borne by the party (in the case of the Representative, on behalf of the Indemnitors) incurring such costs and expenses. In no event shall the decision of the Accounting Firm assign a value to any item greater than the greatest value for such item claimed by either Parent or Representative or lesser than the smallest value for such item claimed by either Parent or Representative. Each of Parent and the Representative will cooperate with and assist the Accounting Firm to determine the final Closing Balance Sheet, Closing Date Working Capital, Closing Date Cash, Closing Date Indebtedness, and Closing Date Transaction Expenses, including by making available and granting access to records, representatives, and employees. (c) Within five Business Days of the final determination (such items date, the “Final Determination Date”) of the Closing Date Working Capital, Closing Date Cash, Closing Date Indebtedness, and amounts shall not be subject to review under Closing Date Transaction Expenses in accordance with Section 2.9(d1.12(b) or Section 2.9(e).(as

Post-Closing Adjustment. (ai) Within forty-five As promptly as practicable, and in any event no later than ninety (4590) days after the Closing Datedate hereof, Parent shall prepare cause to be prepared and deliver delivered to the Member Representative and the Stockholders Representative for their respective review a report statement (the “Post-Closing Report”), substantially in the form of the Preliminary Closing Report, setting forth each of the following: "Statement") showing (i) an unaudited consolidated balance sheet as of the Closing Date of the Company prepared in accordance with GAAP on a basis consistent with the Company Audited Financial Statements, (iia) a statement with Parent’s calculations, in accordance with the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as of the Report Date, Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital (which shall take into account any payments made in accordance with Section 2.6(e)), the SLJV Component, and the MTR Excess Expense Amount, and (iii) a schedule with Parent’s calculation, determined in accordance with the Sample Company Merger Consideration Calculation, of the Company Merger Consideration and any necessary adjustment to the Estimated Company Merger Consideration, in each case, with supporting calculations, documentation and data setting forth in reasonable detail Parent’s calculations with respect to each of the foregoing. (b) During the thirty (30) day period following delivery of the Post-Closing Report to the Member Representative and the Stockholders Representative, Parent shall (i) provide, and cause the Company to provide, the Member Representative, the Stockholders Representative and their respective Representatives with reasonable access during normal business hours, upon reasonable advance notice, to based on the books and records of the Company and MTR Companies as of the Closing Date, of the Long-Term Debt (as defined below), the Current Assets (as defined below) and the working papers of Parent, in each case relating to Current Liabilities (as defined below) and (b) the Post-Closing Report and the matters Final Cash Consideration (determined as set forth therein, and below). (ii) cooperateThe Closing Cash Consideration has been determined by agreement of Parent and the Stockholders as being an acceptable estimate of 90% of the Final Cash Consideration payable to the Stockholders hereunder. To arrive at the Final Cash Consideration, there shall be deducted from $XXX (a) the amount, if any, by which Long-Term Debt as shown on the Statement exceeds $XXX and cause (b) the Company and MTR amount, if any, by which the positive difference of the sum of (1) Current Assets minus (2) XXX times Current Liabilities is less than $XXX. The resulting amount shall be the Final Cash Consideration. (iii) If the Final Cash Consideration as shown on the Statement exceeds the Closing Cash Consideration, Parent will pay to cooperatethe Stockholders (in the percentages shown on Exhibit 1.1) the amount of the excess in cash within 10 days after the date of delivery of the Statement to the Stockholders. If the Closing Cash Consideration exceeds the Final Cash Consideration, with as shown on the Member RepresentativeStatement, the Stockholders Representative and their respective Representatives will pay to provide them with other information used Parent the amount of the excess in preparing cash within 10 days after the Post-Closing Report reasonably requested by date of delivery of the Member Representative and their respective Representatives including, upon reasonable advance notice, access during normal business hours to relevant personnel and records of Parent, MTR and the Company. The Post-Closing Report shall become final and binding on the thirtieth (30th) day following delivery thereof unless, prior Statement to the end Stockholders. (iv) For purposes of such periodthe Agreement (a) the term "Long-Term Debt" shall mean all long-term liabilities of the Companies as of the Closing Date, either including deferred taxes and capitalized lease obligations, all as determined in accordance with U.S. generally accepted accounting principles consistently applied ("GAAP"); (b) the Member Representative term "Current Assets" shall mean the consolidated current assets of the Companies as of the Closing Date, as determined in accordance with GAAP; and (c) the term "Current Liabilities" shall mean the consolidated current liabilities of the Companies as of the Closing Date, as determined in accordance with GAAP; provided, however, that all expenses of the Companies or the Stockholders Representative delivers (other than the audit fee paid by the Companies to Parent written notice KPMG Peat Marwick) incurred in connection with the transactions contemplated hereby which are payable by the Companies shall be accrued as of its disagreement (eachsuch date and included in Current Liabilities. Accounts Confidential information has been omitted from this page and has been filed separately with the Securities and Exchange Commission. Each such omission has been marked by "XXX". receivable on the books of the Companies at the Closing Date that remain uncollected on the date of the Statement and which are over 60 days old shall, a “Notice of Disagreement”) specifyingif so identified by Parent, not be included in reasonable detailCurrent Assets and such accounts receivable so identified shall be assigned to the Stockholders without recourse, the nature and amount net of any disputed item (a “Disputed Item”)reserve for bad debt attributable to such accounts receivable; provided, including supporting calculationshowever, documentation and data that any such accounts receivable attributable to support its position. The Member Representative, the Stockholders Representative and Parent shall be deemed to have agreed with all items and amounts in the PostMetro-Closing Report not specifically addressed in a Notice of Disagreement, and such items and amounts Media shall not be subject to review under Section 2.9(d) or Section 2.9(e)so assigned.

Post-Closing Adjustment. (ai) Within forty-five As promptly as practicable, and in any event no later than ninety (4590) days after the Closing Datedate hereof, Parent shall prepare cause to be prepared and deliver delivered to the Member Representative and the Stockholders Representative for their respective review Shareholders a report statement (the “Post-Closing Report”), substantially in the form of the Preliminary Closing Report, setting forth each of the following: "Statement") showing (i) an unaudited consolidated balance sheet as of the Closing Date of the Company prepared in accordance with GAAP on a basis consistent with the Company Audited Financial Statements, (iia) a statement with Parent’s calculations, in accordance with the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as of the Report Date, Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital (which shall take into account any payments made in accordance with Section 2.6(e)), the SLJV Component, and the MTR Excess Expense Amount, and (iii) a schedule with Parent’s calculation, determined in accordance with the Sample Company Merger Consideration Calculation, of the Company Merger Consideration and any necessary adjustment to the Estimated Company Merger Consideration, in each case, with supporting calculations, documentation and data setting forth in reasonable detail Parent’s calculations with respect to each of the foregoing. (b) During the thirty (30) day period following delivery of the Post-Closing Report to the Member Representative and the Stockholders Representative, Parent shall (i) provide, and cause the Company to provide, the Member Representative, the Stockholders Representative and their respective Representatives with reasonable access during normal business hours, upon reasonable advance notice, to based on the books and records of the Company and MTR Companies as of the Closing Date, of the Long-Term Debt (as defined below), the Current Assets (as defined below) and the working papers of Parent, in each case relating to the Post-Closing Report and the matters set forth thereinCurrent Liabilities (as defined below), and (b) the Final Cash Consideration (determined as set forth below). (ii) cooperateThe Closing Cash Consideration has been determined by agreement of Parent and the Shareholders as being an acceptable estimate of 90% of the Final Cash Consideration payable to the Shareholders hereunder. To arrive at the Final Cash Consideration, there shall be deducted from $XXX (a) the amount, if any, by which Long-Term Debt as shown on the Statement exceeds $137,656 (or such higher amount for which the Parent has given its prior written approval) and cause (b) the amount, if any, by which XXX times Current Liabilities exceeds Current Assets. The resulting amount shall be the Final Cash Consideration. (iii) If the Final Cash Consideration as shown on the Statement exceeds the Closing Cash Consideration, Parent will pay to the Shareholders (in the percentages shown on Exhibit 1.1) the amount of the excess in cash within 10 days after the date of delivery of the Statement to the Shareholders. If the Closing Cash Consideration exceeds the Final Cash Consideration, as shown on the Statement, the Shareholders will pay to Parent the amount of the excess in cash within 10 days after the date of delivery of the Statement to the Shareholder. (iv) For purposes of the Agreement (a) the term "Long-Term Debt" shall mean all long-term liabilities of the Companies as of the Closing Date, including deferred taxes and capitalized lease obligations, all as determined in accordance with U.S. generally accepted accounting principles consistently applied ("GAAP"); (b) the term "Current Assets" shall mean the current assets of the Company as of the Closing Date, as determined in accordance with GAAP; and MTR (c) the term "Current Liabilities" shall mean the current liabilities of the Company as of the Closing Date, as determined in accordance with GAAP; provided, however, that all expenses of the Company or the Shareholders (other than the audit fee to cooperate, be paid by the Company to KPMG Peat Marwick) incurred in connection with the Member Representative, the Stockholders Representative and their respective Representatives to provide them with other information used in preparing the Post-Closing Report reasonably requested transactions contemplated hereby which are payable by the Member Representative Company shall be accrued as of such date and their respective Representatives includingincluded in Current Liabilities. Accounts receivable on the books of the Company at the Closing Date that remain uncollected on the date of the Statement and which are over 60 days past due, upon reasonable advance notice, access during normal business hours to relevant personnel and records of if so identified by Parent, MTR and the Company. The Post-Closing Report shall become final and binding on the thirtieth (30th) day following delivery thereof unless, prior to the end of such period, either the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, a “Notice of Disagreement”) specifying, in reasonable detail, the nature and amount of any disputed item (a “Disputed Item”), including supporting calculations, documentation and data to support its position. The Member Representative, the Stockholders Representative and Parent shall be deemed to have agreed with all items and amounts in the Post-Closing Report not specifically addressed in a Notice of Disagreement, and such items and amounts shall not be subject included in Current Assets and such accounts receivable so identified shall be assigned to review under Section 2.9(d) or Section 2.9(e)the Shareholders without recourse.

Post-Closing Adjustment. The Estimated Purchase Price shall be adjusted following the Closing as provided in this Section 2.7: | (a) Within forty-five As promptly as practicable, but in any event within ninety (4590) calendar days after the Closing Date, Parent Purchaser shall prepare in good faith and deliver to Seller a statement that sets forth: (A) Purchaser’s good faith calculation of the Member Representative amount of each of: (1) Closing Net Working Capital; (2) Closing Cash; and (3) Closing Indebtedness, in each case as of the Stockholders Representative for their respective review a report Month End Date; (B) Pre-Closing Leakage and (C) the resulting calculation of the Purchase Price (collectively, the “Post-Closing ReportStatement”), substantially including detailed supporting documentation used by Purchaser in the preparation of the Post-Closing Statement and each component of the Purchase Price. The Post-Closing Statement, and the components thereof, shall be in the form of the Preliminary Closing Reportattached hereto as Exhibit C.2, setting forth each of the following: (i) an unaudited consolidated balance sheet as of the Closing Date of the Company prepared in accordance with GAAP on a basis manner consistent with Exhibit C.1 and the Company Audited Financial StatementsIllustrative Calculations, provided that in the event of a conflict between Exhibit C.1 and Exhibit C.2 or the Illustrative Calculations, Exhibit C.1 shall control and in the event of a conflict between Exhibit C.2 and the Illustrative Calculations, Exhibit C.2 shall control. In the event Purchaser does not deliver the Post-Closing Statement within sixty (ii60) a statement with Parent’s calculations, in accordance with calendar days after the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as of the Report respective Closing Date, then the Pre-Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital (which Statement shall take into account any payments made in accordance with Section 2.6(e)), be final and binding on the SLJV Component, and the MTR Excess Expense Amount, and (iii) a schedule with Parent’s calculation, determined in accordance with the Sample Company Merger Consideration Calculation, of the Company Merger Consideration and any necessary adjustment to the Estimated Company Merger Consideration, in each case, with supporting calculations, documentation and data setting forth in reasonable detail Parent’s calculations with respect to each of the foregoingParties. (b) During the thirty (30) day period following delivery Following receipt of the Post-Closing Report Statement, Seller shall have ninety (90) calendar days (the “Review Period”) to review such Post-Closing Statement (including the Member Representative determination of the Purchase Price). In connection with Seller’s review of the PostClosing Statement, Purchaser shall, and shall cause the Stockholders Representative, Parent shall Group Companies and their respective Affiliates and Representatives to (i) providegive, to Seller and cause the Company to provideits Representatives, the Member Representativereasonable and prompt access, the Stockholders Representative and their respective Representatives with reasonable access during normal business hours, hours and upon reasonable advance notice, to the relevant books and records of the Group Company (including work papers) and MTR (ii) use commercially reasonable efforts to cause the personnel of Purchaser or the Group Companies or their respective accountants and Representatives to reasonably cooperate with Seller and its Representatives, including by providing access to such historical financial information relating to any of the working papers of ParentGroup Companies as Seller or its Representatives may reasonably request, in each case relating case, in order to permit the timely and complete review or preparation of the Post-Closing Statement by Seller in accordance with this Section 2.7(b). If Seller has accepted such Post-Closing Statement in writing or has not given written notice to Purchaser setting forth any objection of Seller to such PostClosing Statement, of which such notice shall include specific adjustments that Seller proposes be made to the Post-Closing Report Statement (a “Statement of Objections”), prior to the expiration of the Review Period, then the Post-Closing Statement (including the determination of the Purchase Price) shall be final and binding upon the matters Parties. In the event that Seller delivers a Statement of Objections during the Review Period, each of Purchaser and Seller shall use its reasonable efforts to resolve such objections within thirty (30) calendar days (or such longer period as they may mutually agree) following the receipt by Purchaser of such Statement of Objections (the “Dispute Period”) (any objection that remains unresolved following the Dispute Period, a “Dispute”). After such Dispute Period, any item or matter that is not a Dispute shall become final and binding. If Purchaser and Seller are unable to resolve all objections during the Dispute Period, then any remaining Disputes, and only such remaining Disputes, shall be resolved by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (London office) or, if Grant | ▇▇▇▇▇▇▇▇ (London office) is not available for such engagement or at the time of such proposed engagement is no longer independent, such other internationally recognized independent certified public accounting firm reasonably agreed to by Purchaser and Seller or such other accounting firm agreed to by Purchaser and Seller (the “Accounting Firm”). If Purchaser and Seller cannot agree on an accounting firm within thirty (30) calendar days of determining that an Accounting Firm other than ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (London office) must be appointed as contemplated by the preceding sentence, then Seller and/or Purchaser may submit a request to the International Chamber of Commerce (ICC) requesting appointment of an internationally recognized independent certified public accounting firm to serve as the Accounting Firm. The Accounting Firm shall be instructed to resolve any such remaining Disputes in accordance with the terms of this Agreement within sixty (60) calendar days after its appointment. The resolution of such Disputes by the Accounting Firm shall: (i) be set forth in writing; (ii) be within the range of values established for such amount as determined by reference to the value assigned to such amount by Seller in the Statement of Objections and by Purchaser in the Post-Closing Statement (to the extent such item was included therein, and in the event such item was not included therein, such amount assigned to such item shall be deemed to be zero); (iiiii) cooperateconstitute an arbitral award; and (iv) be conclusive and binding upon all of the parties upon which a judgment may be rendered by a court of competent jurisdiction. During the review by the Accounting Firm, Purchaser and Seller and their respective accountants shall each make available to the Accounting Firm interviews with such individuals, and such information, books and records and work papers as may be required by the Accounting Firm to fulfill its obligations pursuant to this Section 2.7(b); provided, however, that the accountants of each of Purchaser, Seller and the Group Companies shall not be obligated to make any work papers available to the Accounting Firm except in accordance with such accountants’ normal disclosure procedures and then only after the Accounting Firm has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. Each of Purchaser and Seller agrees that it shall not have any right to, and shall not, institute any Action of any kind challenging such determination by the Accounting Firm, except that the foregoing shall not preclude an Action to enforce such determination or to challenge the Accounting Firm’s determination on the ground that such determination is inconsistent with the terms of this Agreement. (c) For the purpose of complying with the terms set forth in Section 2.7(b), Purchaser, on the one hand, and Seller, on the other hand, shall, and shall cause their respective Representatives to, and Purchaser shall cause the Company Group Companies and MTR their Representatives to, cooperate with and make available to cooperate, with the Member Representative, the Stockholders Representative each other and their respective Representatives to provide them with other information used in preparing the Post-Closing Report reasonably requested by the Member Representative all relevant information, records, data and their respective Representatives includingworking papers, and shall permit reasonable access, during normal business hours and upon reasonable advance notice, access during normal business hours to relevant personnel its facilities and records personnel, as may be reasonably requested in connection with the preparation and review of Parent, MTR the Post-Closing Statement and the Companyresolution of any Disputes thereunder; provided that in no event shall any party be obligated to provide such access or information if it determines, in its reasonable judgment, that doing so may (i) violate applicable Law or an Order or (ii) waive the protection of the attorney-client or | other privilege; provided, however, that, in such instances, such non-disclosing party shall inform the other party of the general nature of the information being withheld and, upon the other party’s request and at its sole expense, reasonably cooperate with the nondisclosing party to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) or (ii). If Purchaser, on the one hand, or Seller, on the other hand, breach their respective obligations under this Section 2.7(c), the dispute periods set forth in Section 2.7(b) shall automatically be extended until such breach is cured by the breaching Party. (d) Each of Purchaser and Seller shall (i) pay its own respective costs and expenses incurred in connection with this Section 2.7 and (ii) be responsible for the fees and expenses of the Accounting Firm on a pro rata basis based on the amount of the adjustment relative to the respective positions of Purchaser and Seller (which shall be determined by the Accounting Firm and set forth in the Accounting Firm’s resolution). (e) The Post-Closing Report Statement, as prepared and determined pursuant to Section 2.7(a) and Section 2.7(b), shall become be deemed final and binding on for all purposes upon the thirtieth earliest of: (30thi) day following delivery thereof unless, the failure of Seller to deliver a Statement of Objections to Purchaser prior to the end expiration of such period, either the Member Representative or Review Period; (ii) the Stockholders Representative delivers resolution of all Disputes pursuant to Parent written notice Section 2.7(b) by Seller and Purchaser; and (iii) the resolution of its disagreement (each, a “Notice all Disputes pursuant to Section 2.7(b) by the Accounting Firm. For the purposes of Disagreement”) specifying, in reasonable detailthis Agreement, the nature and amount of any disputed item (a “Disputed Item”), including supporting calculations, documentation and data to support its position. The Member Representative, the Stockholders Representative and Parent shall be deemed to have agreed with all items and amounts in Closing Statement” means the Post-Closing Report not specifically addressed Statement, as finally determined (including by modification or adjustment) pursuant to the terms and conditions of this Section 2.7 and the “Final Purchase Price” means the Purchase Price as calculated based on Closing Net Working Capital, Closing Cash, Closing Indebtedness and Pre-Closing Leakage set forth in a Notice of Disagreement, and such items and amounts shall not be subject to review under Section 2.9(d) or Section 2.9(e)the Closing Statement.

Post-Closing Adjustment. (a) The Cash Purchase Price shall be subject to adjustment after the Closing Date as specified in this Section 1.3. (b) Within forty-five one hundred twenty (45120) days after following the Closing Date, Parent at its option, Buyer shall prepare and deliver cause PriceWaterhouseCoopers ("Buyer's Accountant") to audit DGI's books to determine the Member Representative and accuracy of the Stockholders Representative for their respective review a report information set forth on the Closing Financial Certificate (the “"Post-Closing Report”Audit"), substantially in . The parties acknowledge and agree that for purposes of determining the form net worth of the Preliminary Closing Report, setting forth each of the following: (i) an unaudited consolidated balance sheet DGI as of the Closing Date (i), the value of the Company prepared in accordance with GAAP on a basis consistent assets of DGI shall, except with the Company Audited prior written consent of Buyer, be calculated as provided in the last paragraph of Section 6.9 and (ii) full effect shall be given to the manner in which the Net Worth Target of DGI has been calculated as set forth on Schedule 1.2(b). In the event that Buyer's Accountant determines that the actual net worth of DGI as of the Closing Date was less than the Certified Closing Net Worth, Buyer shall deliver a written notice (the "Financial StatementsAdjustment Notice") to the Stockholders' Representative, as defined in Section 1.6, setting forth (i) the determination made by Buyer's Accountant of the actual net worth of DGI (the "Actual Net Worth"), (ii) a statement with Parent’s calculations, in accordance with the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as amount of the Report Date, Cash Purchase Price that would have been payable at Closing Company Debt, pursuant to Section 1.2(c) had the Actual Net Worth been reflected on the Closing Company Cash, Financial Certificate instead of the Certified Closing Adjusted Net Working Capital (which shall take into account any payments made in accordance with Section 2.6(e)), the SLJV Component, and the MTR Excess Expense AmountWorth, and (iii) a schedule with Parent’s calculation, determined the amount by which the Cash Purchase Price would have been reduced at Closing had the Actual Net Worth been used in accordance with the Sample Company Merger Consideration Calculation, calculations pursuant to Section 1.2(c) (the "Purchase Price Adjustment"). The Purchase Price Adjustment shall take account of the Company Merger Consideration and any necessary adjustment reduction, if any, to the Estimated Company Merger Consideration, in each case, with supporting calculations, documentation and data setting forth in reasonable detail Parent’s calculations with respect Cash Purchase Price already taken pursuant to each of the foregoingSection 1.2(c)(i). (bc) During The Stockholders' Representative shall have thirty (30) days from the receipt of the Financial Adjustment Notice to notify Buyer if the Stockholders dispute such Financial Adjustment Notice. If Buyer has not received notice of such a dispute within such thirty (30) day period following delivery of the Post-Closing Report period, Buyer shall be entitled to the Member Representative and receive from the Stockholders Representative(which may, Parent shall (i) provideat Buyer's sole discretion, and cause be from the Company to provide, the Member Representative, the Stockholders Representative and their respective Representatives with reasonable access during normal business hours, upon reasonable advance notice, to the books and records of the Company and MTR and the working papers of Parent, Pledged Assets as defined in each case relating to the Post-Closing Report and the matters set forth therein, and (ii) cooperate, and cause the Company and MTR to cooperate, with the Member Representative, the Stockholders Representative and their respective Representatives to provide them with other information used in preparing the Post-Closing Report reasonably requested by the Member Representative and their respective Representatives including, upon reasonable advance notice, access during normal business hours to relevant personnel and records of Parent, MTR and the Company. The Post-Closing Report shall become final and binding on the thirtieth (30th) day following delivery thereof unless, prior to the end of such period, either the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, a “Notice of Disagreement”) specifying, in reasonable detail, the nature and amount of any disputed item (a “Disputed Item”Section 1.4), including supporting calculations, documentation and data to support its position. The Member Representative, the Stockholders Representative and Parent shall be deemed to have agreed with all items and amounts in the Post-Closing Report not specifically addressed in a Notice of Disagreement, and such items and amounts shall not be subject to review under Section 2.9(d) or Section 2.9(e).

Post-Closing Adjustment. (a) Within forty-five (45) 60 calendar days after following the Closing DateClosing, Parent Buyer shall prepare and deliver to the Member Representative and the Stockholders Representative for their respective review Seller a report balance sheet (the “Post-Closing Report”), substantially in the form "Balance Sheet") of the Preliminary Closing Report, setting forth each of the following: (i) an unaudited consolidated balance sheet USTMAN as of the Closing Date Date, as defined below under Article III (prior to the effects of the Company transactions occurring at the Closing) and a statement (the "Statement"), reflecting the calculation of the adjustment, if any, to the Purchase Price pursuant to Section 2.4(b). The Balance Sheet shall be prepared in accordance with GAAP generally accepted accounting principles consistently applied in the United States and the financial reporting policies and procedures utilized by Seller prior to the Closing ("GAAP"). Seller shall have a period of 30 calendar days after delivery of the Balance Sheet and the Statement to review such documents and make any objections it may have in writing to Buyer. If written objections are delivered to Buyer by Seller within such 30-day (b) The Purchase Price shall be adjusted to reflect the difference, if any, between the working capital balance of USTMAN as of the opening of business on a basis consistent with the Company Audited Financial Statementsdate of Closing after taking into account the transactions set forth in Section 2.5 (the "Closing Balance") and $424,271 (representing the working capital balance of USTMAN as of December 31, 1996); provided that for purposes of this Section 2.4, working capital balance shall mean the difference between (i) current assets (excluding cash and cash equivalents) and (ii) a statement with Parent’s calculations, in accordance with the Sample Merger Consideration Calculation, of Adjusted Company EBITDA current liabilities (excluding income tax payable and amounts due Seth ▇▇▇▇) ▇▇ch as of the Report Date, Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital (which shall take into account any payments made in accordance with Section 2.6(e)), the SLJV Component, and the MTR Excess Expense Amount, and (iii) a schedule with Parent’s calculation, determined in accordance with GAAP. To the Sample Company Merger Consideration Calculationextent the Closing Balance is greater than $424,271, of the Company Merger Consideration Purchase Price shall be adjusted upward by an amount equal to the difference; and any necessary to the extent the Closing Balance is less than $424,271, the Purchase Price shall be adjusted downward by an amount equal to the difference. If the adjustment to the Estimated Company Merger ConsiderationPurchase Price is upward, in each case, with supporting calculations, documentation and data setting forth in reasonable detail Parent’s calculations with respect to each of the foregoing. (b) During the thirty (30) day period following delivery of the Post-Closing Report to the Member Representative and the Stockholders Representative, Parent shall (i) provide, and cause the Company to provide, the Member Representative, the Stockholders Representative and their respective Representatives with reasonable access during normal business hours, upon reasonable advance notice, to the books and records of the Company and MTR and the working papers of Parent, in each case relating to the Post-Closing Report and the matters set forth therein, and (ii) cooperate, and cause the Company and MTR to cooperate, with the Member Representative, the Stockholders Representative and their respective Representatives to provide them with other information used in preparing the Post-Closing Report reasonably requested by the Member Representative and their respective Representatives including, upon reasonable advance notice, access during normal business hours to relevant personnel and records of Parent, MTR and the Company. The Post-Closing Report shall become final and binding on the thirtieth (30th) day following delivery thereof unless, prior to the end of such period, either the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, a “Notice of Disagreement”) specifying, in reasonable detail, the nature and amount of any disputed item (a “Disputed Item”), including supporting calculations, documentation and data to support its position. The Member Representative, the Stockholders Representative and Parent shall be deemed to have agreed with all items and amounts in the Post-Closing Report not specifically addressed in a Notice of Disagreement, and such items and amounts shall not be subject to review under Section 2.9(d) or Section 2.9(e).then within five days following

Post-Closing Adjustment. (a) Within forty-five Seller has prepared the attached Schedule 2.2 which lists certain current asset and current liability accounts and certain accounting principles, methodologies and policies to be used to determine the Closing Working Capital. The Purchase Price shall be adjusted after the Closing in accordance with this Section 2.2 based upon the actual Closing Working Capital of the accounts shown on Schedule 2.2. For purposes hereof, the statement of the Closing Working Capital, together with the calculation of the Purchase Price that results from the determination of such amount, shall be referred to as the “Closing Statement.” (45b) The Closing Statement shall be prepared on the basis of, and using the same accounting principles, methodologies and policies, as specified in Schedule 2.2 and, to the extent not specified therein, as used in preparing the Financial Statements. If the Purchase Price as finally determined in accordance with this Section 2.2 (i) is less than the Estimated Purchase Price, Seller shall pay to Purchaser the amount by which the Purchase Price falls short of the Estimated Purchase Price, or (ii) exceeds the Estimated Purchase Price, Purchaser shall pay to Seller the amount by which the Estimated Purchase Price falls short of the Purchase Price. Any such payment shall be made by wire transfer of immediately available U.S. Dollar funds to an account designated by the party receiving payment within three Business Days after the final determination of the Purchase Price. The amount of any such payment not made when due shall bear interest at a rate per annum equal to the rate announced by Citibank, N.A. from time to time as its “Base Rate” plus two percent (2%) from the third Business Day after the final determination of the Purchase Price. Any amount owed by Seller to Purchaser pursuant to clause (b) may, at the Purchaser’s option, be satisfied from the Escrowed Amount pursuant to the Escrow Agreement. (c) As promptly as practicable (and, in any event, within 120 days after the Closing DateClosing), Parent Purchaser shall prepare and deliver to the Member Representative and the Stockholders Representative for their respective review a report (the “Post-Closing Report”), substantially in the form of the Preliminary Closing Report, setting forth each of the following: (i) an unaudited consolidated balance sheet as of Seller the Closing Date of the Company Statement prepared in accordance with GAAP on a basis consistent this Section 2.2. If Seller disagrees with the Company Audited Financial Statements, (ii) a statement with Parent’s calculations, in accordance with the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as determination of the Report DateClosing Statement, Seller shall notify Purchaser of such disagreement within 60 days after delivery of the Closing Company DebtStatement, which notice shall set forth any such disagreement in reasonable detail. If Seller fails to deliver this notice by the end of such 60 days, Seller shall be deemed to have accepted the Closing Company CashStatement delivered by Purchaser. Matters included in the calculations in the Closing Statement that are not objected to by Seller in such notice shall be deemed accepted by Seller and shall not be subject to further dispute or review. During the 60-day period of Seller’s review of the Closing Statement and the resolution of any disputes that may arise under this Section 2.2, Purchaser will, upon reasonable notice and during regular business hours, provide Seller and its accountants access to the books and records and personnel of the Companies and all documents, schedules and workpapers used by Purchaser in the preparation of the Closing Adjusted Net Working Capital (which Statement. Purchaser and Seller shall take into account negotiate in good faith to resolve any payments made in accordance with Section 2.6(e)), the SLJV Componentsuch disagreement, and any resolution agreed to in writing by Purchaser and Seller shall be final and binding upon the MTR Excess Expense Amountparties. (d) If Purchaser and Seller are unable to resolve any disagreement as contemplated by Section 2.2(c) within 30 days after delivery by Seller of written notice of such disagreement, Purchaser and Seller shall jointly select a partner at a mutually acceptable accounting firm to resolve such disagreement (iii) the person so selected shall be referred to herein as the “Accounting Arbitrator”). The parties shall instruct the Accounting Arbitrator to consider only those items and amounts set forth in the Closing Statement as to which Purchaser and Seller have not resolved their disagreement. Purchaser and Seller shall use reasonable best efforts to cause the Accounting Arbitrator to deliver to the parties, as promptly as practicable, a schedule with Parent’s calculation, written report setting forth the resolution of any such disagreement determined in accordance with the Sample Company Merger Consideration Calculation, terms of the Company Merger Consideration and any necessary adjustment to the Estimated Company Merger Consideration, in each case, with supporting calculations, documentation and data setting forth in reasonable detail Parent’s calculations with respect to each of the foregoing. (b) During the thirty (30) day period following delivery of the Post-Closing Report to the Member Representative and the Stockholders Representative, Parent this Agreement. Such report shall (i) provide, and cause the Company to provide, the Member Representative, the Stockholders Representative and their respective Representatives with reasonable access during normal business hours, upon reasonable advance notice, to the books and records of the Company and MTR and the working papers of Parent, in each case relating to the Post-Closing Report and the matters set forth therein, and (ii) cooperate, and cause the Company and MTR to cooperate, with the Member Representative, the Stockholders Representative and their respective Representatives to provide them with other information used in preparing the Post-Closing Report reasonably requested by the Member Representative and their respective Representatives including, upon reasonable advance notice, access during normal business hours to relevant personnel and records of Parent, MTR and the Company. The Post-Closing Report shall become be final and binding on upon the thirtieth (30th) day following delivery thereof unless, prior to the end of such period, either the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, a “Notice of Disagreement”) specifying, in reasonable detail, the nature and amount of any disputed item (a “Disputed Item”), including supporting calculations, documentation and data to support its positionparties. The Member Representativefees, costs and expenses of the Stockholders Representative and Parent Accounting Arbitrator shall be deemed to have agreed with borne one-half by Purchaser and one-half by Seller; provided that if the Accounting Arbitrator determines that one party’s position is completely correct, then such party shall pay none of the fees, costs and expenses of the Accounting Arbitrator and the other party shall pay all items such fees, costs and amounts in the Post-Closing Report not specifically addressed in a Notice of Disagreement, and such items and amounts shall not be subject to review under Section 2.9(d) or Section 2.9(e)expenses.

Post-Closing Adjustment. (a) Within forty-five (45) days after During the period between the Effective Date and the Closing Date, Parent the Businesses shall prepare and deliver be operated as between the parties, to the Member Representative and extent reasonably possible, as if the Stockholders Representative for their respective review a report (the “Post-Closing Report”), substantially in the form of the Preliminary Closing Report, setting forth each of the following: (i) an unaudited consolidated balance sheet as of the Closing Date of the Company prepared in accordance with GAAP on a basis consistent with the Company Audited Financial Statements, (ii) a statement with Parent’s calculations, in accordance with the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as of the Report Date, Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital (which shall take into account any payments made in accordance with Section 2.6(e)), the SLJV Component, and the MTR Excess Expense Amount, and (iii) a schedule with Parent’s calculation, determined in accordance with the Sample Company Merger Consideration Calculation, of the Company Merger Consideration and any necessary adjustment to the Estimated Company Merger Consideration, in each case, with supporting calculations, documentation and data setting forth in reasonable detail Parent’s calculations with respect to each of the foregoingSeparation had been completed. (b) During As soon as practicable after Closing, but in any event no later than January 30, 2003, Veraz U.S., together with its auditors, shall prepare a balance sheet with respect to the thirty Businesses, as of December 31, 2002 (30the “Closing Date Balance Sheet”), using the same principles and accounting policies under which the September 30 and Effective Date Balance Sheets were prepared, and related profit and loss and cash flow statements (the “Closing Date Income Statement” and the “Closing Date Cash Flow Statement”, respectively, and together with the Closing Date Balance Sheet, the “Closing Date Financial Statements”) day for the period following between the Effective Date and December 31, 2002 (the “Interim Period”). The Closing Date Income Statement and Closing Date Cash Flow Statement shall each be prepared on the basis of income and expenses which would have been incurred by Veraz U.S. had the Closing occurred on the Effective Date. In preparing the Closing Date Financial Statements, any inter-company financial transfers from Veraz to Veraz U.S. during the period between the Closing Date and December 31, 2002 shall be disregarded. (c) The Seller shall have a period of 30 days after delivery of the Post-Closing Report Effective Date Balance Sheet to present in writing to Veraz U.S. all objections the Member Representative and the Stockholders Representative, Parent shall (i) provide, and cause the Company Seller may have to provide, the Member Representative, the Stockholders Representative and their respective Representatives with reasonable access during normal business hours, upon reasonable advance notice, to the books and records any of the Company and MTR and the working papers of Parent, in each case relating to the Post-Closing Report and the matters set forth or reflected therein, and (ii) cooperate, and cause the Company and MTR to cooperate, with the Member Representative. Similarly, the Stockholders Representative and their respective Representatives Seller shall have a period of 30 days after delivery of the Closing Date Financial Statements to provide them with other information used present in preparing writing to Veraz U.S. all objections the PostSeller may have to any of the matters set forth or reflected therein. If no objections are raised within such 30-Closing Report reasonably requested by the Member Representative and their respective Representatives including, upon reasonable advance notice, access during normal business hours to relevant personnel and records of Parent, MTR and the Company. The Post-Closing Report shall become final and binding on the thirtieth (30th) day following delivery thereof unless, prior to the end of such period, either the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, a “Notice of Disagreement”) specifying, in reasonable detail, the nature and amount of any disputed item (a “Disputed Item”), including supporting calculations, documentation and data to support its position. The Member Representative, the Stockholders Representative and Parent Closing Date Financial Statements shall be deemed approved by the Seller. (d) If on the basis of the Closing Date Cash Flow Statement, the Businesses generated a net increase in cash and cash equivalents during the Interim Period, NGTS U.S. shall transfer to have agreed with all items and amounts Veraz U.S., within three business days of approval of such amount, cash in the Post-amount of the net increase in cash and cash equivalents generated by Veraz U.S. during the Interim Period. If on the basis of the Closing Report not specifically addressed Date Cash Flow Statement, the Businesses generated a net decrease in a Notice cash and cash equivalents, Veraz U.S. shall transfer, within three business days of Disagreementapproval of such amount, cash to NGTS U.S. in the amount of the net decrease in cash and such items cash equivalents generated by Veraz U.S. during the Interim Period. The foregoing amounts to be transferred pursuant to this Section 9.2(d) shall be adjusted by the net amount of cash or cash equivalents actually received or paid by Veraz U.S. during the period between the Closing Date and amounts shall not be subject to review under Section 2.9(d) or Section 2.9(e)December 31, 2002.

Post-Closing Adjustment. (a) Within forty-five (45) 90 days after the Closing Date, Parent shall Buyer will prepare and deliver to the Member Representative and the Stockholders Representative for their respective review a report (the “Post-Closing Report”), substantially in the form of the Preliminary Closing Report, setting forth each of the following: Seller: (i) an unaudited consolidated balance sheet of the DVU Transferred Entities (the “Final Closing Balance Sheet”) as of and at the close of business on the date immediately prior to the Closing Date; and (ii) a final closing statement (the “Final Closing Statement”) setting forth in reasonable detail Buyer’s good faith calculation of: (1) the Final Net Working Capital, Closing Date of Indebtedness and DVU Transaction Expenses; (2) the Company difference between the Preliminary Purchase Price and the Purchase Price shown on the Final Closing Statement (determined in accordance with Section 2.02 by substituting the Final Net Working Capital, Closing Date Indebtedness and DVU Transaction Expenses amounts shown on the Final Closing Statement for those previously appearing on the Preliminary Closing Statement); and (3) the resulting final Purchase Price calculated in accordance with Section 2.02 (the “Final Purchase Price”). (b) The Final Closing Balance Sheet and Final Closing Statement will be prepared in accordance with GAAP the Calculation Principles and this Agreement. Nothing in this Section 2.06(b) is intended to be used to adjust for errors, omissions or inconsistencies that may be found with respect to the Financial Statements or the Balance Sheet, or any actual or alleged failure of the Financial Statements or the Balance Sheet to be prepared in accordance with GAAP. Buyer will prepare the Final Closing Statement and determine the Final Net Working Capital, Closing Date Indebtedness and DVU Transaction Expenses using the Calculation Principles and will not be permitted to introduce different accounting principles, procedures, policies, practices, estimates, judgments or methodologies. (c) Seller may dispute Buyer’s calculation of the Final Closing Balance Sheet and Final Closing Statement (collectively, the “Final Closing Documents” (or any element thereof) by notifying Buyer in writing, setting forth in reasonable detail the particulars of such disagreement, including the basis therefor (the “Notice of Objection”), within 45 days after Seller’s receipt of the Final Closing Documents. Any item or amount as to which no dispute is raised in the Notice of Objection will be final, conclusive and binding on a basis consistent the Parties for all purposes hereunder, unless such item or amount is by its nature adjusted in connection with the Company Audited Financial Statementsmatters raised in the Notice of Objection. In the event that Seller does not deliver a Notice of Objection to Buyer within such 45 day period, Seller will be deemed to have accepted Buyer’s calculation of the Final Purchase Price set forth in the Final Closing Documents. In the event that a Notice of Objection is timely delivered, Buyer and Seller will use their respective commercially reasonable efforts for a period of 45 days after Seller’s receipt of the Notice of Objection, or such longer period as the Parties may agree in writing, to resolve any disagreements set forth in the Notice of Objection. (d) If Buyer and Seller are unable to resolve such disagreements within such 45 day period (or such longer period as the Parties will have agreed in writing), then an independent accounting firm of recognized national standing as may be mutually selected by Buyer and Seller (the “Independent Firm”) will be appointed, as an expert and not an arbitrator, to resolve any items that remain in dispute at the end of such period (the “Unresolved Items”), but in no case will the Independent Firm review or propose any resolution for any matters that have not been raised in the Notice of Objection. If the Parties are not able to mutually select an accounting firm that is willing and able to serve in such capacity, then Buyer will within ten days deliver to Seller a listing of three accounting firms of nationally recognized standing, provided, that, Buyer will exclude from such list any office of such accounting firms that has worked in the past two years for Buyer or any of Buyer’s Affiliates, and Seller will within five days after receipt of such list, select one of such three accounting firms to act as the Independent Firm, which accounting firm will not have worked in the past two years for Seller or any of Seller’s Affiliates. (e) Buyer and Seller will instruct the Independent Firm to determine as promptly as practicable, and in any event within 45 days after the date on which such dispute is referred to the Independent Firm, based solely on the provisions of this Agreement, and the written presentations by Seller and Buyer, and not on an independent review, whether and to what extent (if any) the calculations set forth in the Final Closing Documents require adjustment. In resolving any Unresolved Item, the Independent Firm (i) may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party, and (ii) may not take oral testimony from the Parties hereto or any other Person. Seller and Buyer will give each other copies of any written submissions at the same time as they are submitted to the Independent Firm. Buyer will bear and pay a statement with Parent’s calculations, in accordance with the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as percentage of the Report Date, Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital (which shall take into account any payments made in accordance with Section 2.6(e)), fees and expenses of the SLJV ComponentIndependent Firm that is equal to the percentage of the total dollar amount of changes to the Final Purchase Price proposed by Seller that are successful, and the MTR Excess Expense Amount, Seller will bear and (iii) pay a schedule with Parent’s calculation, determined in accordance with the Sample Company Merger Consideration Calculation, percentage of the Company Merger Consideration fees and any necessary adjustment expenses of the Independent Firm that is equal to the Estimated Company Merger Considerationpercentage of the total dollar amount of changes to the Final Purchase Price proposed by Seller that are not successful, in each case, with supporting calculations, documentation and data setting as determined by the Independent Firm. The determination of the Independent Firm will be set forth in reasonable detail Parent’s calculations with respect a written statement delivered to each of the foregoingParties and will be final, conclusive and binding on the Parties, absent fraud or manifest error. (bf) During Each of Buyer and Seller will, and will cause their respective Subsidiaries (including, in the thirty (30case of Buyer, the DVU Transferred Entities) day period following delivery of the Post-Closing Report to the Member Representative and the Stockholders Representative, Parent shall (i) provide, and cause permit the Company to provide, the Member Representative, the Stockholders Representative other Parties and their respective Representatives with reasonable access during normal business hours, upon reasonable advance notice, to the books and records of the Company and MTR and the working papers of Parent, in each case relating to the Post-Closing Report and the matters set forth therein, and (ii) cooperate, and cause the Company and MTR to cooperate, with the Member Representative, the Stockholders Representative and their respective Representatives to provide them with other information used in preparing the Post-Closing Report reasonably requested by the Member Representative and their respective Representatives including, upon have reasonable advance notice, access during normal business hours to relevant personnel their respective books, records and records other documents (including work papers, schedules, financial statements and memoranda) pertaining to or used in connection with the preparation of Parentthe Preliminary Closing Statement or the Final Closing Documents, MTR as applicable, and the Company. The Post-calculation of the Net Working Capital, Closing Report shall become final Date Indebtedness and binding DVU Transaction Expenses and (ii) use commercially reasonable efforts to make such Party’s employees reasonably available to, and direct its accountants to cooperate with, the other Parties to verify the accuracy of the Preliminary Closing Statement or Final Closing Documents, as applicable, provided, that, the accountants of a Party will not be obliged to make any work papers available to any other Party or its Representatives except in accordance with such accountant’s normal disclosure procedures, after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (g) If the Final Closing Statement shows that an amount is due to Buyer (because the Preliminary Purchase Price is greater than the Final Purchase Price shown on the thirtieth Final Closing Statement), Seller will owe the excess to Buyer, and Seller will promptly pay such excess to Buyer, in cash. If the Final Closing Statement shows that an amount is due to Seller (30thbecause the Preliminary Purchase Price is less than the Final Purchase Price shown on the Final Closing Statement), Buyer will promptly pay such excess to Seller, in cash. Any payment pursuant to this Section 2.06(g) day following delivery thereof unlessto be made by Buyer or Seller, prior as the case may be, will be made by wire transfer of immediately available funds within five Business Days to such account or accounts of such other Party as may be designated by such other Party in writing. In the event of a failure to timely make such payment, interest will accrue on such amount for the period commencing on the payment due date through the date on which such payment is made calculated at the Prime Rate. Such interest will be payable at the same time as the payment to which it relates and will be calculated daily on the basis of a year of 365 days and the actual number of days elapsed. Upon payment of any difference between the Final Purchase Price shown on the Final Closing Statement and the Preliminary Purchase Price pursuant to this Section 2.06(g), Buyer or Seller, as applicable will be fully released and discharged of any obligations with respect to the end of such period, either other Party for the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, a “Notice of Disagreement”) specifying, in reasonable detail, the nature and amount of any disputed item (a “Disputed Item”), including supporting calculations, documentation and data to support its position. The Member Representative, the Stockholders Representative and Parent shall be deemed to have agreed with all items and amounts in the Post-Closing Report not specifically addressed in a Notice of Disagreement, and such items and amounts shall not be subject to review under Section 2.9(d) or Section 2.9(e)Final Purchase Price.

Post-Closing Adjustment. (ai) Within forty-five ninety (4590) days after the Closing Date, Parent Buyer shall prepare and deliver to Seller a balance sheet of the Member Representative and Company as of the Stockholders Representative for their respective review a report Effective Time (the “Post-Closing ReportBalance Sheet”), substantially together with a written statement (the “Closing Statement”) setting forth in the form reasonable detail Buyer’s proposed determinations of the Preliminary actual Closing ReportIndebtedness, setting forth each Transaction Expenses, Closing Cash, Working Capital, and the resulting calculations of the following: (i) an unaudited consolidated balance sheet as of the Closing Date of the Company prepared in accordance with GAAP on a basis consistent with the Company Audited Financial Statements, (ii) a statement with Parent’s calculations, in accordance with the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as of the Report Date, Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital Adjustment (which shall take into account any payments made in accordance with Section 2.6(e))including, as applicable, the SLJV Component, NWC Surplus or the NWC Deficit) and the MTR Excess Expense Amount, and (iii) a schedule with Parent’s calculation, determined in accordance with the Sample Company Merger Consideration Calculation, of the Company Merger Consideration and any necessary adjustment to the Estimated Company Merger ConsiderationClosing Payment, in each case, with supporting calculations, documentation and data setting forth in reasonable detail Parent’s calculations with respect to each as of the foregoing. (b) During Effective Time and as derived from the thirty (30) day period following delivery of the Post-Closing Report to the Member Representative Balance Sheet. The Closing Balance Sheet and the Stockholders Representative, Parent Closing Statement shall (i) provide, and cause the Company to provide, the Member Representative, the Stockholders Representative and their respective Representatives be prepared in good faith by Seller in accordance with reasonable access during normal business hours, upon reasonable advance notice, to the books and records of the Company and MTR and the working papers of ParentGAAP, in each case relating to unless otherwise agreed by Seller and Buyer. If the Post-Closing Report and the matters amounts set forth thereinon the Closing Statement differ from those set forth on the Estimated Closing Statement, then the Closing Statement shall include a statement showing (A) the specific line items in the Closing Cash, Working Capital, Closing Indebtedness and Transaction Expenses corresponding to such differences; (B) the amount of each such line-item difference; and (iiC) cooperate, and cause the Company and MTR to cooperate, with the Member Representative, the Stockholders Representative and their respective Representatives to provide them with other information used in preparing the Post-Closing Report reasonably requested by the Member Representative and their respective Representatives including, upon reasonable advance notice, access during normal business hours to relevant personnel and records of Parent, MTR and the Company. The Post-Closing Report shall become final and binding on the thirtieth (30th) day following delivery thereof unless, prior to the end of such period, either the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, a “Notice of Disagreement”) specifying, in reasonable detail, the nature factual basis for each such difference. (ii) As promptly as possible, but in any event no later than the fifth (5th) Business Day following the Determination Date, in accordance with Section 1.5(c), an adjustment to the Closing Payment shall be made as follows: (A) If the Closing Payment as finally determined pursuant to Section 1.5(c) is less than the Estimated Closing Payment, then the absolute value of the difference shall, within five (5) Business Days, be paid to Buyer by Seller by wire transfer of immediately available funds to an account designated by Buyer in writing no later than five (5) Business Days prior to such payment; or (B) If the Closing Payment as finally determined pursuant to Section 1.5(c) is greater than the Estimated Closing Payment, then Buyer shall, within five (5) Business Days, pay to the account specified by Seller in the Flow of Funds Memorandum an amount equal to such excess amount by wire transfer of immediately available funds. (iii) Seller hereby covenants and agrees to keep at least $10,000,000 in cash in its bank accounts from the Closing Date until the later of (x) the one hundred twentieth day (120th) day following the Closing Date and (y) the date the Closing Payment is finally determined pursuant to Section 1.5(c) (or, if such date is not a Business Day, until the immediately following Business Day); provided that Seller shall be allowed to distribute to its members the amount of any disputed item cash in excess of Disputed Amount (a “Disputed Item”if any) on the one hundred twentieth day (120th) day following the Closing Date. If Seller owes an amount to Buyer pursuant to Section 1.5(b)(ii)(A) and has not made such payment to Buyer in full within the timeframe set forth in Section 1.5(b)(ii), including supporting calculationsthen Buyer shall have the right to set off all or a portion of such unpaid amount from the Deferred Payment or the Contingent Payments, documentation and data provided that, regardless of the unpaid amount due to support its position. The Member RepresentativeBuyer pursuant to Section 1.5(b)(ii)(A), the Stockholders Representative and Parent such set off shall in no event be greater than $3,000,000. (iv) Any payments made pursuant to this Section 1.5(b) shall be deemed treated as an adjustment to have agreed with all items and amounts in the Post-Closing Report not specifically addressed in a Notice of Disagreement, and such items and amounts shall not be subject to review under Section 2.9(d) or Section 2.9(e)Initial Consideration by the Parties for Tax purposes unless otherwise required by applicable Law.

Post-Closing Adjustment. (a) Within As soon as practicable after the Closing Date (but in no event later than sixty (60) days after the Closing Date), Buyer shall deliver to Sellers a written statement (the “Post-Closing Statement”) setting forth Buyer’s good faith calculation of (i) Cash as of the Benchmark Time (the “Preliminary Cash”), (ii) Indebtedness as of the Benchmark Time (the “Preliminary Indebtedness”), (iii) Net Working Capital as of the Benchmark Time (the “Preliminary Net Working Capital”) and (iv) the Purchase Price based on the foregoing (such amount, the “Preliminary Purchase Price”), together with reasonable supporting detail and documentation, in each case, prepared in accordance with this Agreement, including the Accounting and Adjustment Principles. Buyer shall not amend, supplement or modify the Post-Closing Statement following delivery to Sellers. Notwithstanding anything herein to the contrary, (A) the Post-Closing Statement shall be based solely on facts and circumstances as they exist as of the Benchmark Time and shall exclude the effect of any event, change, circumstance, development, occurrence, condition, effect or state of facts occurring on or after the Closing; and (B) the parties acknowledge and agree that the purpose of preparing the calculations and purchase price adjustment under this Section 2.3 is to give effect only to the arithmetic difference between items in the Estimated Closing Statement and the Post-Closing Statement. If Buyer fails to deliver the Post-Closing Statement in accordance with this Section 2.3(a) within such sixty (60-) day period, then the Estimated Closing Statement delivered by Sellers to Buyer pursuant to Section 2.2 shall be deemed to be the Post-Closing Statement. (b) Upon receipt by the last Seller of the Post-Closing Statement, Sellers shall have ninety (90) days (the “Review Period”) to review such Post-Closing Statement and the computations of the Preliminary Cash, the Preliminary Indebtedness, the Preliminary Net Working Capital and the Preliminary Purchase Price. Following the Closing through the date that the Final Closing Statement becomes final and binding in accordance with Section 2.3(d), Sellers, their respective Affiliates, and their respective Representatives, accountants, advisors and other representatives shall be permitted to access and review the books, records and work papers of the Company and Buyer that are reasonably related to the calculations of Cash, Indebtedness and Net Working Capital, and Buyer shall, and shall cause its Affiliates and its and their respective Representatives, accountants, advisors and other representatives to, cooperate with and assist S▇▇▇▇▇▇, their respective Affiliates, and their respective Representatives, accountants, advisors and other representatives in connection with such review, including by providing access to such books, records and work papers and making available personnel to the extent requested, in each case, upon reasonable notice and during normal business hours. Buyer agrees that, from and following the Closing through the date that the Final Closing Statement becomes final and binding in accordance with Section 2.3(d), it will not take, or permit to be taken, any actions with respect to any accounting books, records, policies or procedures on which the Financial Statements or the Post-Closing Statement are based, or upon which the Final Closing Statement is to be based, that would impede or delay the determination of the amount of Cash, Indebtedness, Net Working Capital or the preparation of any Statement of Objections or the Final Closing Statement in the manner and utilizing the methods provided by this Agreement, including the Accounting and Adjustment Principles. If Sellers have accepted the Post-Closing Statement by written notice to Buyer or neither Seller has given written notice to Buyer setting forth any objection of Sellers to such Post-Closing Statement (such notice of objection, the “Statement of Objections”) prior to the expiration of the Review Period, then such Post-Closing Statement shall be final and binding upon the parties, and shall be deemed the Final Closing Statement for purposes of Section 2.3(d). (c) In the event that Sellers deliver a Statement of Objections to Buyer prior to the expiration of the Review Period, Sellers and Buyer shall negotiate in good faith to resolve any such objection within forty-five (45) days following the receipt by Buyer of the Statement of Objections (the “Consultation Period”). If Sellers and Buyer reach an agreement in writing as to any such objections within the Consultation Period, the amounts so agreed upon shall be final and such agreement shall be deemed to be included in the Final Closing Statement for purposes of Section 2.3(d). If S▇▇▇▇▇▇ and Buyer, notwithstanding such efforts to negotiate in good faith, fail to resolve any item on the Statement of Objections that remains in dispute (a “Disputed Items”) within the Consultation Period, then Buyer and Sellers may jointly engage the Settlement Accountant to resolve each Disputed Item as soon as practicable thereafter (but in any event, within thirty-five (35) Business Days after engagement of the Settlement Accountant or such longer time period as the parties may mutually agree in writing). The Settlement Accountant shall act as an expert and not as an arbitrator, and shall only consider the Disputed Items. If any Disputed Item is referred to the Settlement Accountant, Sellers, on the one hand, and Buyer, on the other hand, shall prepare separate written reports of each such Disputed Item and deliver such reports to the Settlement Accountant and each other within fifteen (15) Business Days after the Closing Datedate the Settlement Accountant is retained. Sellers, Parent on the one hand, and Buyer, on the other hand shall prepare and have ten (10) Business Days after receipt of the other party’s written report to deliver to the Member Representative Settlement Accountant and each other one written rebuttal thereto (if applicable). The Settlement Accountant shall not, and Buyer and Sellers shall cause the Settlement Accountant to not, assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by Sellers, on the one hand, or Buyer, on the other hand or less than the smallest value for such Disputed Item claimed by Sellers, on the one hand, or Buyer, on the other hand. The Settlement Accountant’s review and determination shall be (A) limited only to the Disputed Items, (B) based solely on such reports, rebuttals and supporting information submitted by Sellers and Buyer and the Stockholders Representative for terms of this Agreement including the Accounting and Adjustment Principles (i.e., not on the basis of an independent review), and (C) in accordance with the terms and procedures set forth in this Agreement, including the Accounting and Adjustment Principles, and consistent with the definitions of Cash, Indebtedness and Net Working Capital contained herein. During the review by the Settlement Accountant, each of Sellers and Buyer shall, and shall cause their respective review Subsidiaries and their respective Representatives, accountants, advisors and other representatives to, each make available to the Settlement Accountant interviews with such personnel, and such information, books, records and work papers as may be reasonably requested by the Settlement Accountant to fulfill its obligations under this Section 2.3(c); provided that the accountants of Sellers or Buyer shall not be obligated to make any work papers available to the Settlement Accountant except in accordance with such accountants’ normal disclosure procedures and then only after such Settlement Accountant has signed a report customary agreement relating to such access to work papers. A copy of all materials submitted to the Settlement Accountant shall be provided by Sellers or Buyer, as applicable, to the other party in the dispute concurrently with the submission thereof to the Settlement Accountant; provided that the accountants of Sellers or Buyer, as applicable, shall not be obligated to make any work papers available to the other party except in accordance with such accountants’ normal disclosure procedures and then only after such other party has signed a customary agreement relating to such access to work papers. The final determination with respect to all Disputed Items shall be set forth in a written statement by the Settlement Accountant delivered to Sellers and Buyer and, absent mathematical or manifest error raised within five (5) Business Days of the “Settlement Accountant’s final determination and promptly resolved by the Settlement Accountant in its sole discretion, the resolution of the dispute by the Settlement Accountant shall be final, binding and non-appealable on the parties and such determination may be entered and enforced in any court of competent jurisdiction in accordance with Section 12.12. The costs and expenses of the Settlement Accountant shall be borne by Sellers, on the one hand, and Buyer, on the other hand in inverse proportion to the difference between the Settlement Accountant’s determination of the Purchase Price and the determination of the Purchase Price claimed by Sellers, on the one hand, and Buyer, on the other hand. For example, if Buyer claims that the Purchase Price is, in the aggregate, one thousand dollars ($1,000) less than the amount determined by Sellers and if the Settlement Accountant ultimately resolves the dispute by awarding to Buyer an aggregate of three hundred dollars ($300) of the one thousand dollars ($1,000) contested, then the costs and expenses of the Settlement Accountant will be allocated thirty percent (30%) to Sellers and seventy percent (70%) to Buyer. (d) The Post-Closing Report”), substantially Statement as finally agreed to by Sellers and Buyer in accordance with this Section 2.4 or as determined by the form of Settlement Accountant in accordance with this Section 2.4 is referred to herein as the Preliminary “Final Closing Report, setting forth each of the following: Statement” and (i) an unaudited consolidated balance sheet as of the Cash set forth on such Final Closing Date of Statement shall be deemed the Company prepared in accordance with GAAP on a basis consistent with the Company Audited Financial Statementsfinal Cash, (ii) a statement with Parent’s calculationsthe Indebtedness set forth on such Final Closing Statement shall be deemed the final Indebtedness, in accordance with (iii) the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as of the Report Date, Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital set forth on such Final Closing Statement shall be deemed the final Net Working Capital and (which iv) the Purchase Price set forth on such Final Closing Statement shall take into account any payments made in accordance with Section 2.6(ebe deemed the final Purchase Price (the “Final Purchase Price”). (e) In the event that the Final Purchase Price is greater than the Estimated Purchase Price (such excess, the “Final Overage”), then promptly (and in any event within ten (10) Business Days) after the SLJV ComponentFinal Purchase Price is determined, Buyer shall pay, or cause to be paid, to Sellers, or their respective designated Affiliates, an amount in cash by wire transfer of immediately available funds equal to the Final Overage. (f) In the event that the Estimated Purchase Price is greater than the Final Purchase Price (such excess, the “Final Underage”), then promptly (and in any event within ten (10) Business Days) after the MTR Excess Expense AmountFinal Purchase Price is determined, and Sellers shall pay, or cause to be paid, to Buyer, or its designated Affiliates, an amount in cash by wire transfer of immediately available funds equal to the Final Underage. (iiig) a schedule with Parent’s calculation, The parties agree to treat for all applicable income Tax purposes any adjustment as determined in accordance with the Sample Company Merger Consideration Calculation, of the Company Merger Consideration and any necessary pursuant to this Section 2.3 as an adjustment to the Estimated Company Merger Consideration, in each case, with supporting calculations, documentation and data setting forth in reasonable detail Parent’s calculations with respect to each of the foregoingPurchase Price. (bh) During The parties agree that the thirty (30) day period following delivery process set forth in this Section 2.3 shall be the sole and exclusive remedy of the Post-Closing Report Sellers and their Controlled Affiliates and Buyer and its Affiliates for any disputes related to the Member Representative Purchase Price, Estimated Purchase Price, Preliminary Purchase Price, Final Purchase Price and the Stockholders Representative, Parent shall (i) provide, calculations and cause the Company to provide, the Member Representative, the Stockholders Representative and their respective Representatives with reasonable access during normal business hours, upon reasonable advance notice, to the books and records of the Company and MTR and the working papers of Parent, in each case relating to the Post-Closing Report and the matters amounts on which they are based or set forth thereinin the related statements and notices delivered in connection therewith, whether or not the underlying facts and (ii) cooperate, and cause the Company and MTR to cooperate, with the Member Representative, the Stockholders Representative and their respective Representatives to provide them with other information used in preparing the Post-Closing Report reasonably requested by the Member Representative and their respective Representatives including, upon reasonable advance notice, access during normal business hours to relevant personnel and records of Parent, MTR and the Company. The Post-Closing Report shall become final and binding on the thirtieth (30th) day following delivery thereof unless, prior to the end of such period, either the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, circumstances constitute a “Notice of Disagreement”) specifying, in reasonable detail, the nature and amount breach of any disputed item (a “Disputed Item”), including supporting calculations, documentation and data to support its position. The Member Representative, the Stockholders Representative and Parent shall be deemed to have agreed with all items and amounts representations or warranties contained in the Post-Closing Report not specifically addressed in a Notice of Disagreement, and such items and amounts shall not be subject to review under Section 2.9(d) or Section 2.9(e)this Agreement.

Post-Closing Adjustment. (a) Within forty-five (45) 90 days after the Phase I Closing Date, Parent shall the Purchaser will prepare and deliver to the Member Representative and the Stockholders Representative for their respective review Seller a report written notice (the “Post-Closing ReportAdjustment Notice”), substantially in the form of the Preliminary Closing Report, setting forth each of the following: ) containing (i) an unaudited consolidated combined balance sheet of the Phase I Business as of the open of business on the Phase I Closing Date in each country and reflecting the exclusion of the Company Excluded Assets and Excluded Liabilities (the “Phase I Closing Balance Sheet”), (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 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 exclusion 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 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 GAAP the Accounting Methodologies and, to the extent not inconsistent therewith, in accordance with GAAP, in each case, applied on a basis consistent with the Company Audited Financial Statements. For the avoidance of doubt, (ii) a statement with Parent’s calculations, in accordance with the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as of the Report Date, Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital (which shall take into account any payments made be calculated on a country-by-country basis in accordance with Section 2.6(e))local currency. During the 90-day period after each applicable Closing, the SLJV ComponentSeller will, and the MTR Excess Expense Amount, and (iii) a schedule with Parent’s calculation, determined in accordance with the Sample Company Merger Consideration Calculation, of the Company Merger Consideration and any necessary adjustment to the Estimated Company Merger Consideration, in each case, with supporting calculations, documentation and data setting forth in reasonable detail Parent’s calculations with respect to will cause each of its Affiliates engaged in the foregoing. (b) During Business to, upon reasonable advance notice, provide the thirty (30) day period following delivery of the Post-Closing Report to the Member Representative Purchaser and the Stockholders Representative, Parent shall (i) provide, and cause the Company to provide, the Member Representative, the Stockholders Representative and their respective Purchaser’s Representatives with reasonable access during normal business hourshours 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) 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: (i) 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 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 disputed in the Dispute Notice will be final and binding on the parties for purposes of Section 2.7(g). 22 (c) During the 60-day period after the delivery of each applicable Adjustment Notice, the Purchaser will, and will cause each of its Affiliates engaged in the Business (including, following Closing, the Acquired Companies) to, upon reasonable advance notice, to provide the books and records of the Company and MTR Seller and the working papers of Parent, in each case relating to the Post-Closing Report and the matters set forth therein, and (ii) cooperate, and cause the Company and MTR to cooperate, Seller’s Representatives with the Member Representative, the Stockholders Representative and their respective Representatives to provide them with other information used in preparing the Post-Closing Report reasonably requested by the Member Representative and their respective Representatives including, upon reasonable advance notice, access during normal business hours and without unreasonable interference with the operation of the Business to relevant personnel the books, records, facilities and records employees of Parent, MTR and the CompanyBusiness as the Seller may be reasonably required for the Seller to review the Adjustment Notice. The Postforegoing 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-Closing Report client, work product or similar legal privilege (it being understood that the Purchaser shall become 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 Seller to occur without so jeopardizing privilege or contravening any contractual duty obligation). (d) If 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 thirtieth parties for purposes of Section 2.7(g). (30the) day 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 delivery thereof unlessthe Purchaser’s receipt of such Dispute Notice (the “Resolution Period”), prior 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, either then the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, a “Notice of Disagreement”) specifying, in reasonable detail, the nature and amount of any disputed item (a “Disputed Item”), including supporting calculations, documentation and data to support its position. The Member Representative, the Stockholders Representative and Parent shall 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 agreed 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 all items 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 Post-Closing Report not specifically addressed 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 Disagreementthe 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 Accounting Firm such work papers and other documents and information relating to the disputed items on a timely delivered Dispute Notice as the Independent Accounting Firm may request and are available; provided, that the Independent Accounting Firm has executed a customary confidentiality agreement relating to such furnishing of documents and information to the extent reasonably requested by the Purchaser or the Seller. A copy of any such work papers and 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 Accounting Firm in its work papers and other documents and information any material related to the disputed items on a timely delivered Dispute Notice and to discuss such items with the Independent Accounting Firm, with any such presentation or discussion to be held in the presence of both the Purchaser and amounts shall the Seller and/or their respective Representatives. Notwithstanding anything herein to the 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 Selling Expenses. (f) The “Final Closing Net Working Capital” relating to each of the Phase I Closing and the Phase II Closing will be the calculation of the applicable Closing Net Working Capital contained in (i) the applicable Closing Net Working Capital Statement in the event that (A) no Dispute Notice is delivered by the Seller to the Purchaser within the applicable 60-day period specified in Section 2.7(d), (B) a timely delivered Dispute Notice does not be subject dispute any items relating to review under the applicable Closing Net Working Capital Statement as contemplated by the proviso in Section 2.9(d2.7(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 2.9(e2.7(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 Cash” will be the calculation of the Closing Net Cash contained in (i) the Closing Net Cash Statement in the event that (A) no Dispute Notice is delivered by the Seller to the Purchaser within the 45-day period specified in Section 2.7(d), (B) a 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. (aA) Within forty-five Purchaser shall cause to be prepared and, as soon as practical, but in no event later than sixty (4560) days after the Closing DateDate (which may be extended by an additional fifteen (15) days at Purchaser’s written election, Parent if Purchaser determines it to be reasonably necessary under the circumstances), shall prepare and deliver cause to be delivered to the Member Representative and the Stockholders Representative for their respective review Representative, a report statement (the “Post-Closing ReportStatement”)) containing the actual amounts of Closing Cash, substantially in the form Closing Indebtedness, Closing Working Capital and Seller Expenses, together with a calculation of the Preliminary Consideration based on such amounts. The Closing ReportStatement and all amounts, setting forth each of the following: (i) an unaudited consolidated balance sheet as of the Closing Date of the Company estimates, determinations and calculations contained therein shall be prepared and calculated in accordance with GAAP on a basis consistent with consistently applied. In the Company Audited Financial Statementsevent that Purchaser does not provide the Closing Statement within such sixty (60)-day period (as it may be extended by an additional 15 days, (ii) a statement with Parent’s calculations, in accordance with the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as of the Report Date, Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital (which shall take into account any payments made in accordance with Section 2.6(e)provided above), Purchaser shall be deemed to have accepted in full the SLJV ComponentEstimated Closing Statement as prepared by the Company, and the MTR Excess Expense AmountEstimated Closing Statement shall be deemed final, binding and conclusive upon Purchaser, the Company, Sellers and the Representative for all purposes hereunder as of 5:00 P.M. Eastern time on such sixtieth (iii60th) a schedule with Parent’s calculationday (as it may be extended by an additional fifteen (15) days, determined as provided above). (B) If the Representative disagrees in accordance whole or in part with the Sample Company Merger Consideration CalculationClosing Statement, then within thirty (30) days after its receipt of the Company Merger Closing Statement, the Representative shall notify Purchaser of such disagreement in writing (the “Notice of Disagreement”), setting forth in reasonable detail the particulars of any such disagreement. To be effective, any such Notice of Disagreement shall include a copy of Purchaser’s Closing Statement marked to indicate the specific line items of the Closing Statement that are in dispute (the “Disputed Line Items”) and shall be accompanied by the Representative’s calculation of each of the Disputed Line Items and the Representative’s revised Closing Statement setting forth its determination of the Consideration and any necessary adjustment component thereof. All items that are not Disputed Line Items shall be final, binding and conclusive for all purposes hereunder unless the resolution of a Disputed Line Item affects an undisputed item, in which case such undisputed item shall remain open and be considered a Disputed Line Item to the Estimated Company Merger Considerationextent of such corresponding effect. In the event that the Representative does not provide a Notice of Disagreement within such thirty (30)-day period, the Representative shall be deemed to have accepted in full the Closing Statement as prepared by Purchaser, and such Closing Statement shall become final, binding and conclusive for all purposes hereunder as of 5:00 P.M. Eastern time on such thirtieth (30th) day. In the event any Notice of Disagreement is properly and timely provided, Purchaser and the Representative shall use their respective commercially reasonable efforts for a period of fifteen (15) days (or such longer period as they may mutually agree) to resolve any Disputed Line Items. During such fifteen (15)-day period, Purchaser and the Representative shall cooperate with each other and shall have reasonable access to the books and records, working papers, schedules and calculations of the other used in the preparation of the Closing Statement and the Notice of Disagreement and the determination of the Consideration and Disputed Line Items and the officers and other employees of the other Party, in each case, to the extent reasonably necessary or appropriate in connection with supporting calculations, documentation and data setting forth in reasonable detail Parent’s calculations with respect to each the resolution of the foregoing. Disputed Line Items. All Disputed Line Items agreed to during such fifteen (b) During the thirty (30) day 15)-day period following delivery of the Post-Closing Report to the Member Representative and the Stockholders Representativeshall be final, Parent shall (i) provide, and cause the Company to provide, the Member Representative, the Stockholders Representative and their respective Representatives with reasonable access during normal business hours, upon reasonable advance notice, to the books and records of the Company and MTR and the working papers of Parent, in each case relating to the Post-Closing Report and the matters set forth therein, and (ii) cooperate, and cause the Company and MTR to cooperate, with the Member Representative, the Stockholders Representative and their respective Representatives to provide them with other information used in preparing the Post-Closing Report reasonably requested by the Member Representative and their respective Representatives including, upon reasonable advance notice, access during normal business hours to relevant personnel and records of Parent, MTR and the Company. The Post-Closing Report shall become final conclusive and binding on the thirtieth (30th) day following delivery thereof unlessParties and not subject to further appeal. If, prior to at the end of such period, either Purchaser and the Member Representative or are unable to resolve all such Disputed Line Items, then any such remaining Disputed Line Items shall be referred to a nationally recognized independent accounting firm selected by Purchaser and not reasonably objected to by the Stockholders Representative delivers (the “Accounting Firm”); provided, that neither KPMG LLP nor PriceWaterhouseCoopers LLP shall be selected as the Accounting Firm. Purchaser and the Representative will enter into reasonable and customary arrangements for the services to Parent written notice of its disagreement be rendered by the Accounting Firm under this Section 2.2(b)(ii)(B), such services to be provided in the Accounting Firm’s capacity as an accounting expert and not an arbitrator. The Accounting Firm shall be directed to determine as promptly as practicable (each, a “Notice of Disagreement”and Purchaser and the Representative shall use commercially reasonable efforts to cause such determination to occur within thirty (30) specifyingdays) whether the Consideration as set forth in the Closing Statement requires adjustment. The Accounting Firm shall be instructed that, in reasonable detailmaking such determination, it may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party, and that the Accounting Firm is only to consider matters still in dispute between Purchaser and the Representative. Purchaser, the nature Company and amount the Representative shall each furnish to the Accounting Firm such work papers and other documents and information relating to the Disputed Line Items, and shall provide interviews and answer questions, as such Accounting Firm may reasonably request. The determination of the Accounting Firm shall be final, conclusive and binding on the Parties and shall be based solely on the terms of this Agreement (including Section 2.2(a)) and the written submissions by Purchaser and the Representative and not by independent review or investigation. (C) The costs and expenses for the services of the Accounting Firm shall be borne by Purchaser, on the one hand, and the Sellers (based on their respective Pro Rata Shares), on the other hand, in inverse relation to their success with respect to any disputed item disputes submitted to the Accounting Firm for resolution. Subject to the foregoing sentence, each party shall be responsible for its own fees and expenses incurred in connection with this Section 2.2(b). (a D) After the Consideration has been finally determined in accordance with this Section 2.2(b)(ii) (the Consideration as so determined being referred to herein as the “Disputed ItemFinal Consideration”), including supporting calculations, documentation and data to support its position. The Member Representative, the Stockholders Representative and Parent following payments shall be deemed made: (1) If the Final Consideration exceeds the Estimated Consideration, then Purchaser shall pay an amount in cash equal to have agreed with all items such excess to the Sellers on a pro rata basis based on their respective Pro Rata Shares. (2) If the Estimated Consideration exceeds the Final Consideration, Purchaser and amounts in the Post-Closing Report not specifically addressed in Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse to Purchaser a Notice portion of Disagreementthe Escrow Amount equal to such excess), and if such items and amounts amount is not sufficient to cover such excess in full Purchaser may thereafter recover any remaining amount of such excess in cash from the Sellers. (E) Any amount payable pursuant to Section 2.2(b)(ii)(D) shall not be subject paid within ten (10) Business Days after the determination of the Final Consideration via wire transfer of immediately available funds to review under the account designated in writing by the recipient thereof. (F) Payments pursuant to this Section 2.9(d2.2(b)(ii)(F) or Section 2.9(e)shall be treated for all purposes as adjustments to the Consideration.

Post-Closing Adjustment. To the extent that there is a ----------------------- difference of greater than $100,000 (athe "Deductible") Within fortybetween (i) the aggregate amount of Accounts Receivable and Inventories (less the amount of Inventories of the type described in Schedule 3.2) of the Peroxides Business as of the Closing, ------------ as reflected on the Closing Date Peroxides Business Balance Sheet, and (ii) the aggregate amount of $11.1 million (i.e., the sum of the values of the Accounts Receivable and Inventories as of December 31, 2000), then the Purchase Price shall be adjusted up or down on a dollar-five for-dollar basis for every dollar that the difference between the amount described in clause (45i) and the amount described in clause (ii) exceeds the Deductible. If the aggregate amount described in clause (i) is greater than the aggregate amount described in clause (ii), Buyer will pay the difference to Hercules, together with simple interest on such balance at the rate of eight percent (8%) per annum. If the aggregate amount described in clause (i) is less than the aggregate amount described in clause (ii), Hercules will pay the difference to Buyer, together with simple interest on such balance at the rate of eight percent (8%) per annum. The foregoing post-closing adjustment (the "Post-Closing Adjustment") shall be effectuated no more than ninety (90) days after the Closing Date by delivery by Hercules to Buyer of the Closing Date Peroxides Business Balance Sheet (including any supporting documentation related thereto), and subsequent payment, by Buyer or Hercules, as the case may be, of the Post-Closing Adjustment. Hercules shall deliver the Closing Date Peroxides Business Balance Sheet and such work papers to Buyer within sixty (60) days after the Closing Date, Parent shall prepare and deliver . Any disputes related to the Member Representative and the Stockholders Representative for their respective review a report (the “Post-Closing Report”), substantially in the form of the Preliminary Closing Report, setting forth each of the following: (i) an unaudited consolidated balance sheet as of the Closing Date of the Company prepared in accordance with GAAP on a basis consistent with the Company Audited Financial Statements, (ii) a statement with Parent’s calculations, this process will be resolved in accordance with the Sample Merger Consideration CalculationDispute Resolution Procedure set forth in Article 13; provided, of Adjusted Company EBITDA as of that -------- following the Report DateResolution Panel procedure, Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital (which shall take into account any payments made in accordance with Section 2.6(e))if the dispute remains unresolved, the SLJV Component, and Parties will engage a mutually acceptable independent accounting firm to review the MTR Excess Expense Amount, and (iii) a schedule with Parent’s calculation, determined in accordance with the Sample Company Merger Consideration Calculation, of the Company Merger Consideration and any necessary adjustment documentation related to the Estimated Company Merger Consideration, in each case, with supporting calculations, Closing Date Peroxides Business Balance Sheet and related documentation for final determination. The Parties shall fully and data setting forth in reasonable detail Parent’s calculations with respect to each of the foregoing. (b) During the thirty (30) day period following delivery of the Post-Closing Report to the Member Representative and the Stockholders Representative, Parent shall (i) provide, and cause the Company to provide, the Member Representative, the Stockholders Representative and their respective Representatives with reasonable access during normal business hours, upon reasonable advance notice, to the books and records of the Company and MTR and the working papers of Parent, in each case relating to the Post-Closing Report and the matters set forth therein, and (ii) timely cooperate, and shall cause the Company and MTR to cooperate, with the Member Representative, the Stockholders Representative and their respective Representatives Affiliates to provide them fully and timely cooperate with other information used in preparing such accounting firm. Such accounting firm will submit its report to the Post-Closing Report reasonably requested by the Member Representative Parties within sixty (60) days of being engaged and their respective Representatives including, upon reasonable advance notice, access during normal business hours to relevant personnel and records of Parent, MTR and the Company. The Post-Closing Report such report shall become be final and binding on the thirtieth parties. The fees of the accounting firm shall be borne by the Parties equally, said payments being due and payable thirty (30th30) day following delivery thereof unlessdays after presentation of an invoice for such service, prior unless there is a good faith contest to such invoice. Each Party and its representatives will make available their respective work papers to the end of such period, either other Party and the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, a “Notice of Disagreement”) specifying, in reasonable detail, the nature and amount of any disputed item (a “Disputed Item”), including supporting calculations, documentation and data to support its position. The Member Representative, the Stockholders Representative and Parent shall be deemed to have agreed with all items and amounts in the Post-Closing Report not specifically addressed in a Notice of Disagreement, and such items and amounts shall not be subject to review under Section 2.9(d) or Section 2.9(e)independent accounting firm.

Post-Closing Adjustment. (a) Within forty-five (45) days after After the Closing Date, Parent shall prepare and deliver to the Member Representative and the Stockholders Representative for their respective review a report (the “Post-Closing Report”), substantially in the form of the Preliminary Closing Report, setting forth each of the following: (i) an unaudited consolidated balance sheet as of the Closing Date of the Company prepared in accordance with GAAP on a basis consistent with the Company Audited Financial Statements, (ii) a statement with Parent’s calculations, in accordance with the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as of the Report Date, Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital (which shall take into account any payments made in accordance with Section 2.6(e)), the SLJV Component, and the MTR Excess Expense Amount, and (iii) a schedule with Parent’s calculation, Final Purchase Price is determined in accordance with the Sample Company Merger Consideration Calculation, Purchase and Sale Agreement, (a) if GRDA’s Estimated Purchase Price is less than thirty-six percent (36%) of the Company Merger Consideration Final Purchase Price, then GRDA shall pay Seller within four (4) Business Days by wire transfer of immediately available funds, the difference between thirty-six percent (36%) of the Final Purchase Price and any necessary adjustment to GRDA’s Estimated Purchase Price plus interest thereon at the Interest Rate from the Closing Date through and including the date of such payment. If GRDA’s Estimated Company Merger ConsiderationPurchase Price is greater than thirty-six percent (36%) of the Final Purchase Price, in then Seller shall pay GRDA within six (6) Business Days by wire transfer of immediately available funds, the difference between GRDA’s Estimated Purchase Price and thirty-six percent (36%) of the Final Purchase Price plus interest thereon at the Interest Rate from the Closing Date through and including the date of such payment. In each case, with supporting calculationsthe recipient Party or Parties, documentation and data setting forth in reasonable detail Parent’s calculations with respect as applicable, shall designate the account or accounts to each of which such payments are to be made at least two (2) Business Days prior to the foregoingdate such payments are due. (b) During the thirty if OMPA’s Estimated Purchase Price is less than thirteen percent (3013%) day period following delivery of the Post-Closing Report to the Member Representative and the Stockholders RepresentativeFinal Purchase Price, Parent then OMPA shall pay Seller within four (i4) provide, and cause the Company to provideBusiness Days by wire transfer of immediately available funds, the Member Representativedifference between thirteen percent (13%) of the Final Purchase Price and OMPA’s Estimated Purchase Price plus interest thereon at the Interest Rate from the Closing Date through and including the date of such payment. If OMPA’s Estimated Purchase Price is greater than thirteen percent (13%) of the Final Purchase Price, then Seller shall pay OMPA within six (6) Business Days by wire transfer of immediately available funds, the Stockholders Representative difference between OMPA’s Estimated Purchase Price and their respective Representatives with reasonable access during normal business hours, upon reasonable advance notice, to the books and records thirteen percent (13%) of the Company Final Purchase Price plus interest thereon at the Interest Rate from the Closing Date through and MTR and including the working papers date of Parent, in such payment. In each case relating to the Post-Closing Report and the matters set forth therein, and (ii) cooperate, and cause the Company and MTR to cooperate, with the Member Representativecase, the Stockholders Representative and their respective Representatives recipient Party or Parties, as applicable, shall designate the account or accounts to provide them with other information used in preparing the Post-Closing Report reasonably requested by the Member Representative and their respective Representatives including, upon reasonable advance notice, access during normal business hours which such payments are to relevant personnel and records of Parent, MTR and the Company. The Post-Closing Report shall become final and binding on the thirtieth be made at least two (30th2) day following delivery thereof unless, Business Days prior to the end of date such period, either the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, a “Notice of Disagreement”) specifying, in reasonable detail, the nature and amount of any disputed item (a “Disputed Item”), including supporting calculations, documentation and data to support its position. The Member Representative, the Stockholders Representative and Parent shall be deemed to have agreed with all items and amounts in the Post-Closing Report not specifically addressed in a Notice of Disagreement, and such items and amounts shall not be subject to review under Section 2.9(d) or Section 2.9(e)payments are due.

Post-Closing Adjustment. The parties hereto acknowledge that the Purchase Price assumes that the Assets include net working capital (a"Assumed Net Working Capital") of Thirteen Million Eight Hundred Thousand Dollars ($13,800,000). Within forty-five (45) 20 days after the calendar month end following the Closing Date, Parent the Company shall prepare and deliver to the Member Representative Buyer a balance sheet of the Business (reflecting the Assets and the Stockholders Representative for their respective review a report (the “Post-Closing Report”), substantially in the form of the Preliminary Closing Report, setting forth each of the following: (iAssumed Liabilities) an unaudited consolidated balance sheet as of the Closing Date (the "Closing Date Balance Sheet") and a calculation of the Company prepared in accordance with GAAP on a basis consistent with the Company Audited Financial Statements, (ii) a statement with Parent’s calculations, in accordance with the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as of the Report Date, Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital Capital, as defined under United States generally accepted accounting principles (which "GAAP") (the "Calculation"). The Buyer shall take into account any payments made in accordance with Section 2.6(e)), the SLJV Component, and the MTR Excess Expense Amount, and (iii) a schedule with Parent’s calculation, determined in accordance with the Sample Company Merger Consideration Calculation, of the Company Merger Consideration and any necessary adjustment to the Estimated Company Merger Consideration, in each case, with supporting calculations, documentation and data setting forth in reasonable detail Parent’s calculations with respect to each of the foregoing. (b) During the thirty (30) day period following delivery of the Post-Closing Report to the Member Representative and the Stockholders Representative, Parent shall (i) provide, and cause the Company to provide, the Member Representative, the Stockholders Representative and their respective Representatives with reasonable provide access during normal business hours, upon reasonable advance notice, to the books and records of the Company and MTR Business and the working papers services of Parentthe accounting personnel of the Business under the direction of the Company in order to facilitate the preparation of the Closing Date Balance Sheet and the Calculation. Except as disclosed on Schedule 2.5(a) or Schedule 2.5(b), the Closing Date Balance Sheet shall be prepared in each case relating accordance with GAAP, consistent with the methods used by the Company to prepare its financial statements that have been filed with the Securities and Exchange Commission (the "SEC") and with its "Balance Sheet - Excipients Business" as of March 31, 2002 previously provided to the Post-Buyer. The Buyer and its representatives shall have 20 days to inspect the Closing Report Date Balance Sheet and the matters set forth thereinCalculation. If the Buyer disagrees with any items contained in the Closing Date Balance Sheet or the Calculation, then the Buyer and the Company shall have 30 days after the delivery of a notice of objection by the Buyer to come to an agreement as to what the Calculation should have been. If they are unable to agree within such 30-day period, an accounting firm of recognized national standing shall be appointed to resolve the dispute (iiincluding, if necessary, auditing the Closing Date Balance Sheet) cooperatewithin 60 days and whose decision shall be final and binding. Promptly upon the determination of the Net Working Capital, and cause if it is more or less than the Assumed Net Working Capital, the Purchase Price shall be increased (dollar-for-dollar) by the amount of any excess amount or reduced (dollar for dollar) by any shortfall amount, as the case may be. Any excess or shortfall determined by such accounting firm shall be paid within two working days of said determination, the excess, if any, to be paid to the Company and MTR the shortfall, if any, to cooperate, with be paid to the Member Representative, Buyer. The parties shall share the Stockholders Representative and their respective Representatives fees of the accounting firm in proportion to provide them with other information used in preparing the Post-Closing Report reasonably requested ratio that the Net Working Capital as determined by the Member Representative and their respective Representatives including, upon reasonable advance notice, access during normal business hours accounting firm bears to relevant personnel and records the calculations of Parent, MTR the Buyer and the Company. The Post-Closing Report shall become final and binding on the thirtieth (30th) day following delivery thereof unless, prior to the end of such period, either the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, a “Notice of Disagreement”) specifying, in reasonable detail, the nature and amount of any disputed item (a “Disputed Item”), including supporting calculations, documentation and data to support its position. The Member Representative, the Stockholders Representative and Parent shall be deemed to have agreed with all items and amounts in the Post-Closing Report not specifically addressed in a Notice of Disagreement, and such items and amounts shall not be subject to review under Section 2.9(d) or Section 2.9(e)respectively.

Post-Closing Adjustment. (a) Within forty-five (45) days Promptly, but in any event within [***] after the Closing Date, Parent Buyer shall prepare (or cause to be prepared) and deliver (or cause to be delivered) to the Member Representative and the Stockholders Representative for their respective review Sellers’ Representative, a report written statement (the “Post-Buyer Closing ReportCalculations”), substantially in the form of the Preliminary Closing Report, ) setting forth the good faith calculations of: the Closing Cash, Closing Indebtedness, Closing Transaction Expenses, Closing Working Capital, and the resulting Closing Consideration and Adjustment Amount, which calculations shall be done in accordance with this Agreement, including the definitions set forth herein and the Accounting Principles. The Buyer Closing Calculations shall include reasonable supporting detail of each of the following: components of the Closing Consideration. The “Adjustment Amount” shall mean an amount equal to (which may be a positive or negative number) the Closing Consideration as finally determined pursuant to this Section 2.06 minus the Estimated Closing Consideration as set forth in the Estimated Closing Statement delivered pursuant to Section 2.05. The “Adjustment Amount” as finally determined pursuant to this Section 2.06 shall be (i) an unaudited consolidated balance sheet equal to the amount agreed to as the Adjustment Amount at any time in writing by Buyer and the Sellers’ Representative; (ii) if the Buyer Closing Calculations are delivered by Buyer within the time period required by this Section 2.06(a) and a Dispute Notice is not delivered by the Sellers’ Representative to Buyer within the time period required by Section 2.06(b), the Adjustment Amount set forth in the Buyer Closing Calculations; (iii) if the Buyer Closing Calculations are not delivered by Buyer within the time period required by this Section 2.06(a), then at the election of the Sellers’ Representative, in his sole discretion, either (A) the Adjustment Amount shall be deemed to be equal to $0, or (B) the Sellers’ Representative may dispute the calculations in the Estimated Closing Date of the Company prepared Statement by delivering a Dispute Notice with respect thereto in accordance with GAAP on a basis consistent with Section 2.06(b) (in which case, the Company Audited Financial Statements, Buyer Closing Calculations shall be deemed to be the calculations set forth in the Estimated Closing Statement for purposes of Section 2.06(b)); or (iiiv) a statement with Parent’s calculations, the Adjustment Amount as finally determined pursuant to the written determination of the Accounting Firm made in accordance with the Sample Merger Consideration Calculation, provisions of Adjusted Company EBITDA as of the Report Date, Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital (which shall take into account any payments made in accordance with Section 2.6(e)), the SLJV Component, and the MTR Excess Expense Amount, and (iii) a schedule with Parent’s calculation, determined in accordance with the Sample Company Merger Consideration Calculation, of the Company Merger Consideration and any necessary adjustment to the Estimated Company Merger Consideration, in each case, with supporting calculations, documentation and data setting forth in reasonable detail Parent’s calculations with respect to each of the foregoing. (b) During the thirty (30) day period following delivery of the Post-Closing Report to the Member Representative and the Stockholders Representative, Parent shall (i) provide, and cause the Company to provide, the Member Representative, the Stockholders Representative and their respective Representatives with reasonable access during normal business hours, upon reasonable advance notice, to the books and records of the Company and MTR and the working papers of Parent, in each case relating to the Post-Closing Report and the matters set forth therein, and (ii) cooperate, and cause the Company and MTR to cooperate, with the Member Representative, the Stockholders Representative and their respective Representatives to provide them with other information used in preparing the Post-Closing Report reasonably requested by the Member Representative and their respective Representatives including, upon reasonable advance notice, access during normal business hours to relevant personnel and records of Parent, MTR and the Company. The Post-Closing Report shall become final and binding on the thirtieth (30th) day following delivery thereof unless, prior to the end of such period, either the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, a “Notice of Disagreement”) specifying, in reasonable detail, the nature and amount of any disputed item (a “Disputed Item”), including supporting calculations, documentation and data to support its position. The Member Representative, the Stockholders Representative and Parent shall be deemed to have agreed with all items and amounts in the Post-Closing Report not specifically addressed in a Notice of Disagreement, and such items and amounts shall not be subject to review under Section 2.9(d) or Section 2.9(e2.06(b).

Post-Closing Adjustment. (ai) Within fortyseventy-five (4575) days after the Closing Date, Parent Buyer shall prepare and deliver to Seller a statement setting forth its calculation of Closing Working Capital, Closing Indebtedness, Closing Transaction Expenses, and Credit for Referral Payments, which statement shall contain a balance sheet of the Member Representative 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, then the Closing Statement shall be deemed to be the Estimated Closing Statement and the Stockholders Representative 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 (as finally determined pursuant to Section 2.04(c)) is greater than the top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Closing Working Capital is less than the bottom of the range of the Target Working Capital; provided that, in each case, in no event shall the absolute value of the adjustment to 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 Closing Transaction Expenses; and (D) a decrease by the amount of Credit for their respective review a report Referral Payments. Purchase Agreement 18 Project Acorn (iii) The post-closing adjustment shall be an amount equal to the Purchase Price (as finally determined pursuant to Section 2.04(c)) minus the Closing Date Payment (the “Post-Closing ReportAdjustment”), substantially in the form of the Preliminary Closing Report, setting forth each of the following: (i) an unaudited consolidated balance sheet as of the Closing Date of the Company prepared in accordance with GAAP on a basis consistent with the Company Audited Financial Statements, (ii) a statement with Parent’s calculations, in accordance with the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as of the Report Date, Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital (which shall take into account any payments made in accordance with Section 2.6(e)), the SLJV Component, and the MTR Excess Expense Amount, and (iii) a schedule with Parent’s calculation, determined in accordance with the Sample Company Merger Consideration Calculation, of the Company Merger Consideration and any necessary adjustment to the Estimated Company Merger Consideration, in each case, with supporting calculations, documentation and data setting forth in reasonable detail Parent’s calculations with respect to each of the foregoing. (b) During the thirty (30) day period following delivery of the Post-Closing Report to the Member Representative and the Stockholders Representative, Parent shall (i) provide, and cause the Company to provide, the Member Representative, the Stockholders Representative and their respective Representatives with reasonable access during normal business hours, upon reasonable advance notice, to the books and records of the Company and MTR and the working papers of Parent, in each case relating to the Post-Closing Report and the matters set forth therein, and (ii) cooperate, and cause the Company and MTR to cooperate, with the Member Representative, the Stockholders Representative and their respective Representatives to provide them with other information used in preparing the Post-Closing Report reasonably requested by the Member Representative and their respective Representatives including, upon reasonable advance notice, access during normal business hours to relevant personnel and records of Parent, MTR and the Company. The Post-Closing Report shall become final and binding on the thirtieth (30th) day following delivery thereof unless, prior to the end of such period, either the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, a “Notice of Disagreement”) specifying, in reasonable detail, the nature and amount of any disputed item (a “Disputed Item”), including supporting calculations, documentation and data to support its position. The Member Representative, the Stockholders Representative and Parent shall be deemed to have agreed with all items and amounts in the Post-Closing Report not specifically addressed in a Notice of Disagreement, and such items and amounts shall not be subject to review under Section 2.9(d) or Section 2.9(e).

Post-Closing Adjustment. (ai) Within forty-five As soon as reasonably practicable, but in no event later than ninety (4590) days after the Closing Date, Parent Buyer shall prepare and deliver cause to be delivered to the Member Representative and Seller its calculation of the Stockholders Representative for their respective review a report Purchase Price after giving effect to the Adjustments (the “Post-Closing ReportFinal Purchase Price”), substantially setting forth, in reasonable detail, a good faith calculation, as of immediately prior to the form Closing, of the Preliminary Closing Report, setting forth final amounts for each of the following: Adjustments set forth in Section 3.02(b), and (iii) an unaudited a consolidated balance sheet for the Business as of immediately prior to the Closing Date (the “Final Balance Sheet”). (ii) The Final Balance Sheet shall be prepared, and all of the Company prepared Adjustments (and the individual elements thereof, as applicable) used to calculate the Final Purchase Price shall be determined, in accordance with GAAP GAAP, and on a basis consistent with the Company Audited accounting methods, practices and procedures used to prepare the Annual Financial StatementsStatements for Seller’s fiscal year ended December 31, 2012 insofar as such practices are consistent with GAAP (iiincluding appropriate closing adjustments, as if the Closing were at a fiscal year end), subject to the terms and conditions of this Agreement. (iii) If the Estimated Purchase Price is greater than the Final Purchase Price, the Purchase Price shall be adjusted downward dollar-for-dollar and Seller shall pay to Buyer the amount of such reduction, and (B) if the Estimated Purchase Price is less than the Final Purchase Price, the Purchase Price shall be adjusted upward dollar-for-dollar and Buyer shall pay to Seller the amount of such increase (each a statement with Parent’s calculations, “Post-Closing Adjustment”). Any Post-Closing Adjustment shall be paid by wire transfer of immediately available funds to an account designated by the party receiving payment within three (3) Business Days after the final determination of the amount of such reduction or increase in the Purchase Price in accordance with this Section 3.03; provided, however, that Buyer may, at its sole discretion, elect to recover the Sample Merger Consideration Calculation, amount of Adjusted Company EBITDA as of any such shortfall from either the Report Date, Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital (which shall take into account any payments made in accordance with Section 2.6(e)), Escrow Fund or directly from the SLJV Component, and the MTR Excess Expense Amount, and (iii) a schedule with Parent’s calculation, determined in accordance with the Sample Company Merger Consideration Calculation, of the Company Merger Consideration and any necessary adjustment to the Estimated Company Merger Consideration, in each case, with supporting calculations, documentation and data setting forth in reasonable detail Parent’s calculations with respect to each of the foregoingSeller Entities. (biv) During Upon receipt of the Final Balance Sheet and calculation of the Final Purchase Price, Seller and its accountants (subject to reasonable confidentiality restrictions) shall be permitted during the succeeding thirty (30) day period following delivery of (the Post-Closing Report to the Member Representative and the Stockholders Representative, Parent shall (i“Review Period”) provide, and cause the Company to provide, the Member Representative, the Stockholders Representative and their respective Representatives with reasonable access during normal business hoursaccess, upon reasonable advance notice, to the books and records of Buyer and any documents, schedules or workpapers used by Buyer in the Company preparation of the Final Balance Sheet and MTR in calculating the Final Purchase Price. (v) If Seller disagrees with the calculation of the Final Purchase Price, on or prior to the last day of the Review Period, Seller shall notify Buyer in writing of such disagreement with the calculation of the Final Purchase Price, which notice shall set forth any such disagreement in reasonable detail, the specific item of the calculation in the Final Purchase Price to which such disagreement relates and the working papers specific (and reasonable) basis for each such disagreement (the “Objection Notice”). If Seller fails to deliver the Objection Notice within the Review Period, Buyer’s calculation of Parent, the Final Purchase Price shall be deemed to have been accepted by Seller and shall be final and binding and used in each case relating to computing the Post-Closing Report Adjustment. If Seller delivers the Objection Notice within the Review Period, subject to Section 3.03(b)(vi) below, Buyer and Seller shall negotiate in good faith to resolve any such disagreement, and any resolution agreed to in writing by Buyer and Seller shall be final and binding upon the parties hereto. (vi) If Buyer and the matters Seller are unable to resolve any disagreement as contemplated by Section 3.03(b)(v) within 30 days after delivery of the Objection Notice, then Buyer and Seller shall submit the matter for resolution to CliftonLarsonAllen LLP or, if CliftonLarsonAllen LLP refuses to accept such appointment, another mutually agreeable independent accounting firm (the “Independent Auditor”), who shall, acting as experts and not as arbitrators, resolve the dispute set forth thereinin the Objection Notice. The fees, costs and expenses of the Independent Auditor shall be borne by the parties in proportion to the relative amount each party’s determination has been modified. For example, if Seller challenges the calculation of the Final Purchase Price by an amount of $100,000, but the Independent Auditor determines that Seller has a valid claim for only $40,000, Buyer shall bear forty percent (40%) of the fees and expenses of the Independent Auditor and Seller shall bear the other sixty (60%) of such fees and expenses. (vii) The parties shall instruct the Independent Auditor to consider only those items and amounts which are identified in the Objection Notice as being items which Buyer and Seller are unable to resolve. Further, the Independent Auditor’s determination shall be based solely on the relevant work papers and books and records relating to the Seller Entities and the written information provided by Buyer and Seller, which are in accordance with the terms and procedures set forth in this Agreement (i.e., not on the basis of an independent review), and the Independent Auditor shall not conduct additional discovery in any form. (viii) The parties shall jointly instruct the Independent Auditor to make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after its engagement (i) whether or not the Final Balance Sheet and the Final Purchase Price was calculated in accordance with the terms of this Agreement or, alternatively, (ii) cooperateonly with respect to the disputed items submitted to the Independent Auditor, to what extent (if any) the Final Purchase Price requires adjustment. The Independent Auditor shall provide the parties with a written explanation in reasonable detail of each such required adjustment, including the basis therefor. All negotiations pursuant to this Section 3.03(b) 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 cause all negotiations and submissions to the Company and MTR to cooperateIndependent Auditor shall be treated as confidential information. The Independent Auditor shall be bound by a mutually agreeable confidentiality agreement. The procedures of this Section 3.03(b) are exclusive and, with the Member Representativeexcept as set forth below, the Stockholders Representative and their respective Representatives to provide them with other information used in preparing determination of the Post-Closing Report reasonably requested by the Member Representative and their respective Representatives including, upon reasonable advance notice, access during normal business hours to relevant personnel and records of Parent, MTR and the Company. The Post-Closing Report Independent Auditor shall become be final and binding on the thirtieth (30th) day following delivery thereof unless, prior to the end of such period, either the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, a “Notice of Disagreement”) specifying, in reasonable detail, the nature and amount of any disputed item (a “Disputed Item”), including supporting calculations, documentation and data to support its positionparties. The Member Representative, the Stockholders Representative and Parent decision rendered pursuant to this Section 3.03(b)(viii) may be filed as a judgment in any court of competent jurisdiction. Either party may seek specific enforcement or take other necessary legal action to enforce any decision under this Section 3.03(b)(viii). The other party’s only defense to such a request for specific enforcement or other legal action shall be deemed fraud by or upon the Independent Auditor. Absent such fraud, such other party shall reimburse the party seeking enforcement for its expenses related to have agreed with all items and amounts in the Post-Closing Report not specifically addressed in a Notice of Disagreement, and such items and amounts shall not be subject to review under Section 2.9(d) or Section 2.9(e)enforcement.

Post-Closing Adjustment. (ai) Within forty-five (45) days after the Closing DateDate (the “45-Day Period”), Parent Purchaser shall prepare and deliver to the Member Seller Representative a statement (the “Closing Purchase Price Statement”) setting forth Purchaser’s calculation of the actual Closing Purchase Price and all components thereof, which shall include (a) the Closing Book Value as of the Reference Time without giving effect to any of the transactions contemplated by this Agreement (such amount as determined pursuant to this Section 2.03, the “Final Closing Book Value”) and the Stockholders resulting Closing Book Value Shortage (if any), and (b) the Company Expenses as of immediately prior to Closing (such amount as determined pursuant to this Section 2.03, the “Final Company Expenses”), in each case, as determined in accordance with the Accounting Principles, together with reasonably detailed related supporting schedules, calculations and documentation. The Closing Purchase Price Statement shall be prepared in accordance with 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. If Purchaser does not deliver the Closing Purchase Price Statement to the Seller Representative within the 45-Day Period, at the election of the Seller Representative, (x) Purchaser will be deemed to have waived the right to object to any items set forth in the Estimated Purchase Price Statement and all such items will be deemed to be Final for their respective review a report purposes of determining the Post-Closing Adjustment, as described below in this Section 2.03, or (y) the Seller Representative may prepare and deliver to Purchaser, no later than fifteen (15) days after the 45-Day Period, the Closing Purchase Price Statement (as prepared by Seller, the “Seller Closing Purchase Price Statement”). The Seller Representative will include in the Seller Closing Purchase Price Statement materials showing in reasonable detail the Seller Representative’s support and calculations for the amounts included in the Seller Closing Purchase Price Statement. The Seller Closing Purchase Price Statement shall be prepared in accordance with 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. (ii) In the event that the Closing Purchase Price as Finally determined pursuant to this Section 2.03 is greater than the Estimated Purchase Price, then Purchaser and the Seller Representative shall direct the Escrow Agent to pay to the Seller Representative the entirety of the Escrow Amount and Purchaser shall pay to the Seller Representative an amount equal to such excess, if any. If the Closing Purchase Price as Finally determined pursuant to this Section 2.03 is equal to or less than the Estimated Purchase Price, then Purchaser and the Seller Representative shall direct the Escrow Agent to pay to Purchaser the amount of such difference (such difference, the “Return Amount”), up to the amount of the Escrow Amount, and, simultaneously, to pay to the Seller Representative the remaining balance, if any, of the Escrow Amount after payment of the Return Amount. If the Escrow Amount is less than the amount due by Sellers under this Section 2.03 (such amount, the “Purchase Price Overage”), each Seller shall pay to Purchaser, by wire transfer of immediately available funds, to an account designated in writing by Purchaser, an amount equal to such Seller’s Post-Closing Percentage of the Purchase Price Overage within five (5) Business Days. The applicable adjusting payment to be made hereunder is the “Post-Closing Report”), substantially in the form of the Preliminary Closing Report, setting forth each of the following: (i) an unaudited consolidated balance sheet as of the Closing Date of the Company prepared in accordance with GAAP on a basis consistent with the Company Audited Financial Statements, (ii) a statement with Parent’s calculations, in accordance with the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as of the Report Date, Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital (which Adjustment.” The Seller Representative shall take into account any payments made in accordance with Section 2.6(e)), the SLJV Component, and the MTR Excess Expense Amount, and (iii) a schedule with Parent’s calculation, determined in accordance with the Sample Company Merger Consideration Calculation, of the Company Merger Consideration and any necessary adjustment to the Estimated Company Merger Consideration, in each case, with supporting calculations, documentation and data setting forth in reasonable detail Parent’s calculations with respect promptly deliver to each of the foregoing. (b) During the thirty (30) day period following delivery of the Seller such Seller’s Post-Closing Report to the Member Representative and the Stockholders Representative, Parent shall (i) provide, and cause the Company to provide, the Member Representative, the Stockholders Representative and their respective Representatives with reasonable access during normal business hours, upon reasonable advance notice, to the books and records Percentage of the Company and MTR and the working papers of Parent, in each case relating to the Post-Closing Report and the matters set forth therein, and (ii) cooperate, and cause the Company and MTR to cooperate, with the Member Representative, the Stockholders Representative and their respective Representatives to provide them with other information used in preparing the Post-Closing Report reasonably requested any funds received by the Member Seller Representative and their respective Representatives including, upon reasonable advance notice, access during normal business hours pursuant to relevant personnel and records of Parent, MTR and the Company. The Post-Closing Report shall become final and binding on the thirtieth (30th) day following delivery thereof unless, prior to the end of such period, either the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, a “Notice of Disagreement”) specifying, in reasonable detail, the nature and amount of any disputed item (a “Disputed Item”), including supporting calculations, documentation and data to support its position. The Member Representative, the Stockholders Representative and Parent shall be deemed to have agreed with all items and amounts in the Post-Closing Report not specifically addressed in a Notice of Disagreement, and such items and amounts shall not be subject to review under this Section 2.9(d) or Section 2.9(e2.03(b)(ii).

Post-Closing Adjustment. (a) Within forty-five (45) As promptly as practicable, but in any case no later than 60 days after the Closing Date, Parent shall cause the Surviving Corporation to prepare and deliver to the Member Stockholders’ Representative and the Stockholders Representative for their respective review a report written statement (the “Post-Closing ReportStatement”), substantially in the form of the Preliminary Closing Report, ) setting forth each the Surviving Corporation’s good faith calculation of the following: (i) an unaudited consolidated balance sheet as Closing Cash, (ii) Closing Working Capital, (iii) Closing Indebtedness, (iv) Transaction Expenses and (v) Company Tax Benefits, together with such schedules and data with respect to the determination of the foregoing as may be appropriate to support the calculations set forth in the Closing Date of Statement. The foregoing items shall be calculated by the Company prepared Surviving Corporation in a manner consistent with the form, methodologies, estimation techniques, assumptions and principles used to prepare the Estimated Closing Statement (provided that such methodologies, estimation techniques, assumptions and principles must be in accordance with GAAP on a basis and consistent with those used in the Company Audited Financial Statements, (ii) a statement with Parent’s calculations, in accordance with the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as ). Following delivery of the Report DateClosing Statement and until the Closing Statement has become final and binding as set forth in this Section 2.16, Closing Company DebtParent shall provide to the Stockholders’ Representative and its Representatives, Closing Company Cashon reasonable advance notice and during regular business hours, Closing Adjusted Net Working Capital (which shall take into account any payments made in accordance with Section 2.6(e))reasonable access to relevant information, the SLJV Component, personnel and the MTR Excess Expense Amount, and (iii) a schedule with Parent’s calculation, determined in accordance with the Sample Company Merger Consideration Calculation, properties of the Company Merger Consideration Surviving Corporation and its Subsidiaries, as well as to any necessary adjustment to documents or work papers used in the Estimated Company Merger Considerationpreparation of the Closing Statement, in each case, as the Stockholders’ Representative may reasonably request in connection with supporting calculationsits review of the Closing Statement. (b) If the Stockholders’ Representative disagrees with the Closing Statement or the calculations of the amounts set forth therein, documentation and data the Stockholders’ Representative may, within 30 days after receipt of the Closing Statement, deliver written notice to Parent (such notice, a “Dispute Notice”) setting forth in reasonable detail Parent’s the reason for such disagreement and alternative calculations with respect to each of the foregoing. items or amounts with which it disagrees (beach, a “Disputed Item”). Any item or amount not objected to in the Dispute Notice (an “Undisputed Item”) During the thirty (30) day period following delivery of the Post-Closing Report to the Member Representative and the Stockholders Representative, Parent shall (i) provide, and cause the Company to provide, the Member Representative, the Stockholders Representative and their respective Representatives with reasonable access during normal business hours, upon reasonable advance notice, to the books and records of the Company and MTR and the working papers of Parent, in each case relating to the Post-Closing Report and the matters set forth therein, and (ii) cooperate, and cause the Company and MTR to cooperate, with the Member Representative, the Stockholders Representative and their respective Representatives to provide them with other information used in preparing the Post-Closing Report reasonably requested by the Member Representative and their respective Representatives including, upon reasonable advance notice, access during normal business hours to relevant personnel and records of Parent, MTR and the Company. The Post-Closing Report shall become final and binding on the thirtieth (30th) day following delivery thereof unlessparties for purposes of this Agreement, prior except to the end extent that an adjustment to a Disputed Item made in accordance with this Section 2.16 requires an offsetting adjustment to be made to an Undisputed Item. If the Stockholders’ Representative fails to deliver a Dispute Notice to Parent within 30 days after delivery of the Closing Statement to the Stockholders’ Representative, or if the Stockholders’ Representative notifies Parent in writing that it will not deliver a Dispute Notice, then the Closing Statement in its entirety shall be final and binding on the parties for purposes of this Agreement. (c) If the Stockholders’ Representative delivers a Dispute Notice, Parent and the Stockholders’ Representative shall negotiate in good faith to resolve each Disputed Item set forth therein, and any resolution agreed to in writing by Parent and the Stockholders’ Representative with respect to each Disputed Item shall be final and binding on the parties for purposes of this Agreement. If Parent and the Stockholders’ Representative are able to resolve all of the Disputed Items, then the Closing Statement, adjusted to reflect such resolution of all Disputed Items, shall be final and binding on the parties for purposes of this Agreement. If Parent and the Stockholders’ Representative are unable to resolve all Disputed Items within 20 days after delivery of the Dispute Notice, then either Parent or the Stockholders’ Representative may refer the unresolved Disputed Items to the Accounting Arbitrator for final determination. (d) Parent and the Stockholders’ Representative shall each have the opportunity to provide written submissions regarding their positions on the unresolved Disputed Items; provided that such written submissions are delivered to the Accounting Arbitrator, if at all, no later than 20 days after the date the unresolved Disputed Items are referred to the Accounting Arbitrator. Parent and the Stockholders’ Representative shall make available to the Accounting Arbitrator the relevant information in their possession and relevant personnel and properties of the Surviving Corporation and its Subsidiaries, as well as any documents or work papers used in the preparation of the Closing Statement and the Dispute Notice, and all other items in their possession reasonably requested by the Accounting Arbitrator, and shall provide copies of all of the foregoing to each other. (e) The Accounting Arbitrator shall consider only (i) those Disputed Items submitted to it for resolution and (ii) any Undisputed Items or Disputed Items previously resolved between Parent and the Stockholders’ Representative that require an offsetting adjustment to be made in connection with the resolution of such periodDisputed Items. In resolving each such Disputed Item, the Accounting Arbitrator (i) shall resolve such Disputed Item in accordance with the provisions of this Agreement, (ii) shall make its determination based solely on the presentations and supporting material provided by Parent and the Stockholders’ Representative and not pursuant to any independent review and (iii) may not assign a value to any item (A) greater than the greatest value for such item claimed by either Parent or the Member Stockholders’ Representative or (B) less than the Stockholders Representative delivers smallest value for such item claimed by either Parent or the Stockholders’ Representative. (f) The Accounting Arbitrator shall deliver to Parent written notice of and the Stockholders’ Representative, as promptly as practicable and in any event shall endeavor to do so within 30 days after its disagreement (eachappointment, a written report (i) setting forth (x) the resolution of each Disputed Item submitted to it and (y) any adjustments that are required to be made to any Undisputed Items or Disputed Items previously resolved between Parent and the Stockholders’ Representative to reflect such resolution and (ii) containing a revised Closing Statement reflecting the foregoing (the “Notice of Disagreement”) specifying, in reasonable detail, the nature and amount of any disputed item (a “Disputed ItemArbitrator’s Report”), including supporting calculations, documentation and data to support its position. The Member Representative, Arbitrator’s Report and the Stockholders Representative and Parent revised Closing Statement contained therein shall be deemed to have agreed with all items final and amounts in binding upon the Post-Closing Report not specifically addressed in a Notice parties for purposes of Disagreement, this Agreement and such items and amounts shall not be subject to court review under or otherwise appealable. (g) The fees, costs and expenses of the Accounting Arbitrator shall be borne by (i) Parent in the proportion that (A) the aggregate dollar amount of the Disputed Items that are resolved in favor of the Stockholders’ Representative bears to (B) the aggregate dollar amount of the Disputed Items submitted to the Accounting Arbitrator and (ii) the Stockholders’ Representative (on behalf of the Securityholders) in the proportion that (A) the aggregate dollar amount of the Disputed Items that are resolved in favor of Parent bears to (B) the aggregate dollar amount of the Disputed Items submitted to the Accounting Arbitrator, in each case, as finally determined by the Accounting Arbitrator. (h) If the Post-Closing Adjustment Amount is a positive number or zero, then, within two Business Days after final determination of the Post-Closing Adjustment Amount, (i) Parent and the Stockholders’ Representative shall deliver a Joint Direction instructing the Escrow Agent to release from the Escrow Account to the Stockholders’ Representative an aggregate amount equal to the Purchase Price Adjustment Holdback Amount, and (ii) Parent shall pay the Stockholders’ Representative an amount equal to the Post-Closing Adjustment Amount, in each case by wire transfer of immediately available funds to the account or accounts designated in writing by the Stockholders’ Representative and for distribution by the Stockholders’ Representative in accordance with Section 2.9(d) or Section 2.9(e2.16(j). (i) If the Post-Closing Adjustment Amount is a negative number, then, within two Business Days after final determination of the Post-Closing Adjustment Amount, Parent and the Stockholders’ Representative shall deliver a Joint Direction instructing the Escrow Agent to release from the Escrow Account (i) to Parent, the lesser of (A) the Purchase Price Adjustment Holdback Amount and (B) the absolute value of the Post-Closing Adjustment Amount, by wire transfer of immediately available funds to the account or accounts designated in writing by Parent, and (ii) to the Stockholders’ Representative, any remaining amount of the Purchase Price Adjustment Holdback Amount following the payment to Parent made pursuant to clause (i), by wire transfer of immediately available funds to the account or accounts designated in writing by the Stockholders’ Representative and for distribution by the Stockholders’ Representative in accordance with Section 2.16(j). If the Post-Closing Adjustment Amount payable to Parent exceeds the Purchase Price Adjustment Holdback Amount, Parent shall, in addition to its rights to receive the Purchase Price Adjustment Holdback Amount pursuant to the immediately preceding sentence, be entitled to receive the amount of such excess as a distribution from the General Indemnity Holdback Amount, and Parent and the Stockholders’ Representative shall deliver a Joint Direction instructing the Escrow Agent to release such excess amount from the Escrow Account to Parent. (j) Promptly following receipt by the Stockholders’ Representative of the Net Adjustment Amount, the Stockholders’ Representative shall pay: (i) to each Direct Payment Holder, an amount equal to (A) the number of shares of Common Stock held by such Direct Payment Holder immediately prior to the Effective Time, multiplied by (B) the Net Per Share Adjustment Amount; and (ii) to Parent, for the benefit of the holders of (x) issued and outstanding shares of Common Stock immediately prior to the Effective Time (other than the Direct Payment Holders) and (y) outstanding and unexercised vested Participating Options immediately prior to the Effective Time, an amount equal to (A) the sum of (1) the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares of Common Stock held by the Direct Payment Holders and shares of Common Stock to be cancelled pursuant to Section 2.07(d)), plus (2) the number of shares of Common Stock issuable upon the exercise of such Participating Options, multiplied by (B) the Net Per Share Adjustment Amount. (k) As soon as practicable after Parent’s receipt of the amounts paid to it pursuant to Section 2.16(j)(ii), Parent shall deliver to each holder of issued and outstanding shares of Common Stock immediately prior to the Effective Time who has delivered a Letter of Transmittal in accordance with Section 2.12 (other than the Direct Payment Holders referenced in Section 2.16(j)(i)), an amount in cash, without interest, equal to (i) the aggregate number of shares of Common Stock held by such holder, multiplied by (ii) the Net Per Share Adjustment Amount, subject to any applicable Tax withholding in accordance with Section 2.10. (l) As soon as practicable after Parent’s receipt of the amounts paid to it pursuant to Section 2.16(j)(ii), Parent shall deliver to each holder of vested Participating Options that were outstanding and unexercised immediately prior to the Effective Time, an amount in cash, without interest, equal to (i) the aggregate number of shares of Common Stock issuable upon the exercise of such Participating Options, multiplied by (ii) the Net Per Share Adjustment Amount, subject to any applicable Tax withholding in accordance with Section 2.10. Such amounts payable pursuant to this Section 2.16(l) shall be delivered through the Surviving Corporation’s normal payroll procedures as soon as practicable after Parent’s receipt of such amounts (but in no event later than the next scheduled payroll date of the Surviving Corporation immediately succeeding such date of receipt). (m) All payments made pursuant to Section 2.16 shall be treated as an adjustment to the Aggregate Closing Merger Consideration by the parties for all purposes under this Agreement and for Tax purposes, unless otherwise required by applicable Law.

Post-Closing Adjustment. (a) Within forty-five (45) 120 days after the Closing Date, Parent shall the Purchaser will use its reasonable best efforts to prepare and deliver to the Member Seller Representative and the Stockholders Representative for their respective review a report (the “Post-Closing Report”), substantially in the form of the Preliminary Closing Report, setting forth each of the following: (i) an unaudited consolidated balance sheet of the Acquired Companies as of the Closing Date (the "Closing Balance Sheet") and a written statement (together with the Closing Balance Sheet, the "Closing Statement") setting forth the Purchaser's calculations (the "Purchaser's Proposed Calculations") of (i) the Company Closing Working Capital, the Closing Net Debt, the Closing Transaction Expenses and the resulting purchase price adjustment based on the Closing Balance Sheet, and (ii) the Purchase Price based on the Closing Balance Sheet, the Closing Working Capital, the Closing Net Debt and the Closing Transaction Expenses calculated by reference thereto. The Closing Balance Sheet and the Purchaser's Proposed Calculations will be prepared in accordance with GAAP on a basis consistent with and the Company Audited Financial Statementsprocedures, (ii) a statement with Parent’s calculationspolicies and methods set forth on, and used in accordance with the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as of the Report Date, Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital (which shall take into account any payments made in accordance with Section 2.6(e))preparing, the SLJV Component, and the MTR Excess Expense Amount, and (iii) a schedule with Parent’s calculation, determined in accordance with the Sample Company Merger Consideration Calculation, of the Company Merger Consideration and any necessary adjustment to the Estimated Company Merger Consideration, in each case, with supporting calculations, documentation and data setting forth in reasonable detail Parent’s calculations with respect to each of the foregoingExample Statement. (b) After receipt of the Closing Statement and the Purchaser's Proposed Calculations, the Seller Representative will have 30 days (the "Review Period") to review the Closing Statement and the Purchaser's Proposed Calculations. During the thirty (30) day period following delivery of Review Period, the Post-Closing Report to the Member Seller Representative and the Stockholders Representative, Parent shall (i) provide, and cause the Company to provide, the Member Representative, the Stockholders Representative and their respective Representatives with Sellers' accountants will have reasonable access during normal business hours, upon reasonable advance notice, to the books and records of the Company Acquired Companies, the personnel of, and MTR work papers prepared by, the Purchaser and/or the Purchaser's accountants to the extent necessary for their evaluation of the Closing Statement and the working papers of Parent, in each case to such historical financial information relating to the Post-Closing Report Statement and the Purchaser's Proposed Calculations as the Seller Representative may reasonably request for the purpose of reviewing the Closing Statement and the calculation of the Purchase Price and, if necessary, to prepare an Objection Statement (as defined below). (c) On or prior to the last day of the Review Period, the Sellers may object to the Closing Statement and the Purchaser's Proposed Calculations by delivering to the Purchaser a written statement setting forth a description in reasonable detail of its objections thereto (an "Objection Statement"). If no Objection Statement is delivered to the Purchaser by the Seller Representative by the last day of the Review Period, the Closing Statement and the Purchaser's Proposed Calculations will be deemed to have been accepted by the Seller Representative, and thus the Sellers, and will be final and binding upon the parties for all purposes under this Agreement. (d) If the Sellers timely deliver an Objection Statement to the Purchaser, then the Purchaser and the Sellers will negotiate in good faith to resolve any such objections set forth in the Objection Statement within 30 days after the delivery of the Objection Statement (the "Resolution Period"), and, if the objections set forth in the Objection Statement are so resolved within the Resolution Period, the Closing Statement and the Purchaser's Proposed Calculations with such changes as may have been previously agreed in writing by the Purchaser and the Sellers, will be final and binding. If the Sellers and the Purchaser fail to reach an agreement with respect to all of the matters set forth thereinin the Objection Statement before expiration of the Resolution Period, then any amount remaining in dispute will be submitted for resolution to PwC or, if PwC is unwilling or unable to serve, then ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or if neither PwC or ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is willing or able to serve, then the Purchaser and the Sellers will engage another mutually agreeable independent accounting firm of recognized national standing, which firm is not the regular auditing firm of the Purchaser, any Seller or any Acquired Company (such selected independent accounting firm, the "Independent Accounting Firm"). The Independent Accounting Firm will be required to render a determination of the applicable dispute within 30 days (or such other time as the Seller Representative and the Purchaser mutually agree in writing) after referral of the matter to the Independent Accounting Firm, which determination must be in writing in the English language and must set forth in reasonable detail the basis therefor. The Independent Accounting Firm may address only those items and amounts which are identified in the Objection Statement as being items which the Seller Representative and the Purchaser are unable to resolve. The parties hereto agree that all adjustments will be made without regard to materiality. The resolution of the dispute by the Independent Accounting Firm will be final and binding on and non-appealable by the parties. (e) The fees and expenses of the Independent Accounting Firm will be allocated between the Purchaser, on the one hand, and the Sellers, on the other hand, based upon the percentage that the amount actually disputed but not awarded to the Sellers or the Purchaser, respectively, bears to the aggregate amount actually disputed by the Seller Representative and the Purchaser. The fee portion payable by the Sellers will be split pro rata based on their Pro Rata Percentages set forth in Schedule I. (f) For purposes of complying with this Section 1.3, the Purchaser and each Seller will furnish to each other and to the Independent Accounting Firm such work papers and other documents and information relating to the disputed items as the Independent Accounting Firm may reasonably request and are available to such Person (or its accountants) and will be afforded the opportunity to present to the Independent Accounting Firm any material related to the disputed items and to discuss such items with the Independent Accounting Firm. (g) Upon the final determination, in accordance with this Section 1.3, of the Closing Statement and the final calculation of the amounts of the Closing Working Capital, the Closing Net Debt and the Closing Transaction Expenses calculated by reference thereto, the Final Purchase Price Adjustment will be calculated using such finally determined amounts. If the Final Purchase Price Adjustment is not equal to the Estimated Purchase Price Adjustment, then a payment will be made by the Purchaser to the Sellers, or by the Sellers to Purchaser, as follows: (i) if the Purchase Price, as finally determined in accordance with this Section 1.3, is greater than the Closing Consideration, then the Purchaser will pay the amount of such difference to the Sellers (pro rata based on the Sellers' Pro Rata Percentages); or (ii) if the Closing Consideration is greater than the Purchase Price, as finally determined in accordance with this Section 1.3, then the Sellers will pay the amount of such difference to the Purchaser (pro rata based on the Sellers' Pro Rata Percentages). (h) Any payment to the Purchaser pursuant to Section 1.3(g)(ii) will be made by the Escrow Agent solely from the Adjustment Escrow Amount to the Purchaser's account specified on Schedule II pursuant to the terms of the Escrow Agreement. Notwithstanding the preceding sentence or anything in this Agreement to the contrary, any amounts payable by the Sellers to the Purchaser pursuant to Section 1.3(g)(ii) will be satisfied solely from, and will be exclusively limited to, the Adjustment Escrow Amount. Any payment to the Sellers pursuant to Section 1.3(g) will be paid to the Sellers by the Purchaser by wire transfer of immediately available funds to the accounts specified on Schedule I. Any Adjustment Escrow Amount outstanding as of the expiration of the Adjustment Payment Period (as defined below) will be disbursed to the Sellers pursuant to the Escrow Agreement. Any payment made pursuant to this Section 1.3(h) will be (i) made within three Business Days of the date on which the Final Purchase Price Adjustment is determined (the "Adjustment Payment Period") and (ii) cooperate, and cause treated as an adjustment to the Company and MTR to cooperate, with the Member Representative, the Stockholders Representative and their respective Representatives to provide them with other information used in preparing the Post-Closing Report reasonably requested final purchase price by the Member Representative and their respective Representatives includingparties for Tax purposes, upon reasonable advance noticeunless otherwise required by Law. (i) The purpose of this Section 1.3 is to determine the final Purchase Price to be paid by the Purchaser under this Agreement. Accordingly, access during normal business hours to relevant personnel and records of Parent, MTR and the Company. The Post-Closing Report shall become final and binding on the thirtieth (30th) day following delivery thereof unless, prior to the end of such period, either the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, a “Notice of Disagreement”) specifying, in reasonable detail, the nature and amount of any disputed item (a “Disputed Item”), including supporting calculations, documentation and data to support its position. The Member Representative, the Stockholders Representative and Parent shall adjustment pursuant hereto will neither be deemed to have agreed with all items and amounts in the Post-Closing Report not specifically addressed in a Notice of Disagreementbe an indemnification pursuant to ARTICLE 8, and such items and amounts shall not be subject nor preclude any party from exercising any indemnification rights pursuant to review under Section 2.9(d) or Section 2.9(e)ARTICLE 8.

Post-Closing Adjustment. (ai) Within fortyseventy-five (4575) days after the Closing Date, Parent Buyer shall prepare and deliver to Seller a statement setting forth its calculation of Closing Working Capital, Closing Indebtedness, and Closing Transaction Expenses, which statement shall contain a balance sheet of the Member Representative Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital, Closing Indebtedness, and Closing Transaction Expenses (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, then the Closing Statement shall be deemed to be the Estimated Closing Statement and the Stockholders Representative for their respective review Purchase Price shall be deemed to be equal to the Closing Date Payment. Securities Purchase Agreement 19 Project Acorn (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 (as finally determined pursuant to Section 2.04(c)) is greater than the top of the range of the Target Working Capital, or (2) a report decrease by the amount, if any, by which the Closing Working Capital is less than the bottom of the range of the Target Working Capital; provided that, in each case, in no event shall the absolute value of the adjustment to the Purchase Price attributable solely to the Closing Working Capital exceed Five Hundred Thousand Dollars ($500,000); (B) a decrease by the Closing Indebtedness (exclusive of the Akerna Loan); and (C) a decrease by the amount of Closing Transaction Expenses. (iii) The post-closing adjustment shall be an amount equal to the Purchase Price (as finally determined pursuant to Section 2.04(c)) minus the Closing Date Payment (the “Post-Closing ReportAdjustment”), substantially in the form of the Preliminary Closing Report, setting forth each of the following: (i) an unaudited consolidated balance sheet as of the Closing Date of the Company prepared in accordance with GAAP on a basis consistent with the Company Audited Financial Statements, (ii) a statement with Parent’s calculations, in accordance with the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as of the Report Date, Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital (which shall take into account any payments made in accordance with Section 2.6(e)), the SLJV Component, and the MTR Excess Expense Amount, and (iii) a schedule with Parent’s calculation, determined in accordance with the Sample Company Merger Consideration Calculation, of the Company Merger Consideration and any necessary adjustment to the Estimated Company Merger Consideration, in each case, with supporting calculations, documentation and data setting forth in reasonable detail Parent’s calculations with respect to each of the foregoing. (b) During the thirty (30) day period following delivery of the Post-Closing Report to the Member Representative and the Stockholders Representative, Parent shall (i) provide, and cause the Company to provide, the Member Representative, the Stockholders Representative and their respective Representatives with reasonable access during normal business hours, upon reasonable advance notice, to the books and records of the Company and MTR and the working papers of Parent, in each case relating to the Post-Closing Report and the matters set forth therein, and (ii) cooperate, and cause the Company and MTR to cooperate, with the Member Representative, the Stockholders Representative and their respective Representatives to provide them with other information used in preparing the Post-Closing Report reasonably requested by the Member Representative and their respective Representatives including, upon reasonable advance notice, access during normal business hours to relevant personnel and records of Parent, MTR and the Company. The Post-Closing Report shall become final and binding on the thirtieth (30th) day following delivery thereof unless, prior to the end of such period, either the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, a “Notice of Disagreement”) specifying, in reasonable detail, the nature and amount of any disputed item (a “Disputed Item”), including supporting calculations, documentation and data to support its position. The Member Representative, the Stockholders Representative and Parent shall be deemed to have agreed with all items and amounts in the Post-Closing Report not specifically addressed in a Notice of Disagreement, and such items and amounts shall not be subject to review under Section 2.9(d) or Section 2.9(e).

Post-Closing Adjustment. (a) Within forty-five (45) 30 days after the Closing Date, Parent Date Purchaser shall prepare and deliver to the Member Representative and the Stockholders Representative for their respective review Seller a report statement (the “Post-Closing ReportDate Statement”), substantially in the form of the Preliminary Closing Report, ) setting forth (i) the Repaid Principal Amount for each Company Loan; (ii) the Accrued Interest Amount for each Company Loan; (iii) the Accrued Fee Amount for each Company Loan; (iv) Accrued Payables; (v) the Purchase Price calculated based on each of the following: foregoing amounts and the other definitions herein (the final determination of Purchase Price under this Section 1.3 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) 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 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 Affiliates. If a Notice of Disagreement is received by the Purchaser within such 30-day period, then the Closing Date Statement, 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 earlier of (i) an unaudited consolidated balance sheet as 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 Closing Date of date any disputed matters are finally resolved in writing by the Company prepared Arbitrator in accordance with GAAP this Section 1.3. (c) During the 30-day period following the delivery of a Notice of Disagreement, Seller and Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 30-day period, Seller and Purchaser have not reached agreement on all such matters, then the 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 an arbitrator (the “Arbitrator”) for review and resolution. The Arbitrator shall be 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 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 basis 30-day period for the Parties to make complete submissions to the Arbitrator. Seller and Purchaser agree (i) to execute, if requested by the Arbitrator, a reasonable engagement letter in customary form consistent with the Company Audited Financial Statementsterms of this Section 1.3, (ii) a statement with Parentthat ex-parte communications shall be prohibited during the Arbitrator’s calculations, in accordance with the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as of the Report Date, Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital (which shall take into account any payments made in accordance with Section 2.6(e)), the SLJV Component, and the MTR Excess Expense Amountdetermination 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 schedule 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) The fees and expenses of the Arbitrator shall be paid by the Party with Parentthe greater total difference (based on the aggregate of all differences taken as a whole) between such Party’s calculation, initial position presented to the Arbitrator and the final resolution as determined by the Arbitrator. (e) If the determination of the Final Closing Payment in accordance with this Section 1.3 is greater than the Sample Company Merger Consideration CalculationEstimated Closing Payment, within 15 Business Days of the Company Merger Consideration and any necessary adjustment such determination, Purchaser shall pay to Seller an amount equal to the Estimated Company Merger Consideration, Final Closing Payment Adjustment to the account designated in each case, with supporting calculations, documentation and data setting forth in reasonable detail Parent’s calculations with respect to each of the foregoingwriting by Seller. (bf) During If the thirty determination of the Final Closing Payment in accordance with this Section 1.3 is less than the Estimated Closing Payment, within 15 Business Days of such determination, Seller shall pay to Purchaser an amount equal to the Final Closing Payment Adjustment by wire transfer of immediately available funds to the account designated in writing by Purchaser. (30g) day period following Following delivery of the Post-Closing Report to the Member Representative Date Statement, Seller and the Stockholders Representativeits accountants, Parent lawyers and other representatives shall (i) provide, and cause the Company to provide, the Member Representative, the Stockholders Representative and their respective Representatives with be given reasonable access during normal regular business hours, upon reasonable advance notice, hours to the books and records of the Company and MTR and the working papers to applicable personnel of Parent, in each case relating to the Post-Closing Report and the matters set forth therein, and (ii) cooperate, and cause the Company and MTR to cooperate, with the Member RepresentativePurchaser, the Stockholders Representative Company, CVC Credit Partners, LLC and their respective Representatives to provide them with other information used in preparing Affiliates for the Post-Closing Report reasonably requested by the Member Representative and their respective Representatives includingpurpose of evaluating and, upon reasonable advance noticeif necessary, access during normal business hours to relevant personnel and records of Parent, MTR and the Company. The Post-Closing Report shall become final and binding on the thirtieth (30th) day following delivery thereof unless, prior objecting to the end Closing Date Statement and otherwise working towards a final determination of such periodthe Final Purchase Price, either the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (eachFinal Transferred Loan Debt Repayment, a “Notice of Disagreement”) specifying, in reasonable detail, the nature Final Outstanding Debt Amount and amount of any disputed item (a “Disputed Item”), including supporting calculations, documentation and data to support its position. The Member Representative, the Stockholders Representative and Parent shall be deemed to have agreed with all items and amounts in the Post-Final Closing Report not specifically addressed in a Notice of Disagreement, and such items and amounts shall not be subject to review under Section 2.9(d) or Section 2.9(e)Payment.

Post-Closing Adjustment. (a) Within forty-five As soon as practicable (45) and in no event later than 90 days after the Closing), Buyer will prepare and deliver or cause to be prepared and delivered to Seller a balance sheet of the Company as of the opening of business on the Closing Date (the "CLOSING DATE BALANCE SHEET") and a proposed statement of the net worth of the Company as of the opening of business on the Closing Date (the "CLOSING NET WORTH STATEMENT"). The Closing Date Balance Sheet and the Closing Net Worth Statement (i) will reflect, respectively, the financial position of the Company and the components and calculation of the net worth of the Company in each case as of the opening of business on the Closing Date, Parent shall prepare (ii) will be prepared and deliver determined as of the opening of business on the Closing Date using the same policies, principles and methodology used in connection with the preparation of the June 1998 Balance Sheet, and (iii) will be subject to adjustment in accordance with the principles and methodology set forth in EXHIBIT E attached hereto (the policies, principles and methodology in clauses (ii) and (iii) of this Section 4.3(a) being referred to herein as the "BALANCE SHEET PRINCIPLES"). Notwithstanding anything contained herein to the Member Representative contrary, there will be no changes in reserve or accrual policies or amounts (with respect to accrual and reserve amounts, without the prior written consent of Buyer which will not be unreasonably withheld or delayed) between June 30, 1998 and the Stockholders Representative for their respective review a report (Closing Date without the “Post-Closing Report”), substantially in the form prior written consent of Buyer. The net worth of the Preliminary Closing Report, setting forth each of the following: (i) an unaudited consolidated balance sheet Company as of the Closing Date of the Company prepared determined in accordance with GAAP on a basis consistent with this Section 4.3 is referred to herein as the Company Audited Financial Statements"CLOSING NET WORTH." In the event of any conflict or inconsistency between the policies, principles and methodology described in the foregoing clauses (ii) a statement with Parent’s calculationsand (iii), the policies, principles and methodology set forth in accordance EXHIBIT E shall govern. (b) If, within 45 days after the date of Buyer's delivery of the Closing Date Balance Sheet and the Closing Net Worth Statement, Seller disagrees with the Sample Merger Consideration CalculationClosing Date Balance Sheet and/or the Closing Net Worth Statement as prepared and determined by Buyer, of Adjusted Company EBITDA Seller will give written notice to Buyer within such 45-day period (i) setting forth Seller's proposed changes to the Closing Date Balance Sheet as prepared by Buyer and the determination by Buyer of the Report DateClosing Net Worth and (ii) specifying in reasonable detail Seller's basis for disagreement. The failure by Seller to so express disagreement and provide such specification within such 45-day period will constitute the acceptance of Buyer's preparation of the Closing Date Balance Sheet and the computation of the Closing Net Worth. If Buyer and Seller are unable to resolve any disagreement between them with respect to the Closing Date Balance Sheet and the Closing Net Worth within 30 days after the giving of notice by Seller to Buyer of such disagreement, Closing Company Debtthe items in dispute will be referred for determination to Pricewaterhouse Coopers LLP (the "ACCOUNTANTS") as promptly as practicable, Closing Company Cashbut not later than five days after the expiration of such 30 day period. Buyer and Seller will use reasonable efforts to cause the Accountants to render their decision as soon as practicable thereafter (but in no event later than 30 days after the submission to the Accountants of the notice of disagreement referred to in the immediately preceding sentence), Closing Adjusted Net Working Capital including without limitation by promptly complying with all reasonable requests by the Accountants for information, books, records and similar items. The Accountants will make a determination as to each of the items in dispute (but only those items in dispute), which shall take into account any payments determination will be in writing, furnished to each of the parties hereto as promptly as practicable after the items in dispute have been referred to the Accountants (but in no event later than 30 days thereafter), made in accordance with Section 2.6(e)this Agreement (including EXHIBIT E), and conclusive and binding upon each of the SLJV Componentparties hereto. Nothing herein will be construed to authorize or permit the Accountants to determine (i) any question or matter whatsoever under or in connection with this Agreement, except the determination of what adjustments, if any, must be made in one or more disputed items reflected in the Closing Date Balance Sheet and the MTR Excess Expense Amount, and (iii) a schedule with Parent’s calculation, Closing Net Worth Statement delivered by Buyer in order for the Closing Net Worth to be determined in accordance with the Sample Company Merger Consideration Calculationprovisions of this Agreement (including EXHIBIT E), or a Closing Net Worth that is not equal to one of, or between, the Closing Net Worth as determined by Seller and as determined by Buyer. The fees and expenses of the Company Merger Consideration Accountants will be paid one-half by Buyer and any necessary adjustment to the Estimated Company Merger Consideration, in each case, with supporting calculations, documentation and data setting forth in reasonable detail Parent’s calculations with respect to each of the foregoingone-half by Seller. (bc) During the thirty (30) day period following delivery that Seller's advisors are conducting their review of Buyer's preparation of the Post-Closing Report to the Member Representative Date Balance Sheet and the Stockholders Representative, Parent shall (i) provide, and cause the Company to provide, the Member Representative, the Stockholders Representative and their respective Representatives with reasonable access during normal business hours, upon reasonable advance notice, to the books and records determination of the Company Closing Net Worth, Seller and MTR and the working papers of Parent, in each case relating to the Post-Closing Report and the matters set forth therein, and (ii) cooperate, and cause the Company and MTR to cooperate, with the Member Representative, the Stockholders Representative and their respective Representatives to provide them with other information used in preparing the Post-Closing Report reasonably requested by the Member Representative and their respective Representatives including, upon its representatives will have reasonable advance notice, access during normal business hours to relevant personnel the work papers prepared by or on behalf of Buyer and records its representatives and any and all other things reasonably requested by Seller's advisors, in each case, in connection with Buyer's preparation of Parentthe Closing Net Worth Statement and determination of the Closing Net Worth; PROVIDED, MTR and HOWEVER, that Seller will conduct such review in a manner that does not unreasonably interfere with the conduct of the business of the Company. The Post-Closing Report shall become final and binding on To the thirtieth (30th) day following delivery thereof unless, prior to the end of extent any such period, either the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, a “Notice of Disagreement”) specifying, in reasonable detail, the nature and amount of any disputed item (a “Disputed Item”), including supporting calculations, documentation and data to support its position. The Member Representative, the Stockholders Representative and Parent shall be deemed to have agreed with all items and amounts work papers are in the Post-control of Seller after the Closing, Seller will grant Buyer and its representatives reciprocal access rights for the purpose of finalizing the preparation of the Closing Report not specifically addressed Date Balance Sheet and the determination of the Closing Net Worth. Seller and Buyer agree in a Notice of Disagreement, good faith to use all reasonable efforts to provide such information and such items and amounts shall not be subject to review under access described in this Section 2.9(d) or Section 2.9(e4.3(c).

Post-Closing Adjustment. (a) As soon as practicable, but no later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to the Seller, or any other Affiliate of Parent as designated by Parent, a statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Closing Date Cash, (ii) the Closing Date Indebtedness, (iii) the Closing Date Working Capital, (iv) the Unpaid Transaction Expenses and (v) the “Final Purchase Price”, which shall equal (A) the Base Payment, plus (B) the amount of the Closing Date Cash, minus (C) the amount of the Closing Date Indebtedness, and (D)(1) if the Closing Date Working Capital Adjustment is positive, plus, the Closing Date Working Capital Adjustment or (2) if the Closing Date Working Capital Adjustment is negative, minus, the absolute value of the Closing Date Working Capital Adjustment, minus (E) the Unpaid Transaction Expenses (collectively, (B) through (E), the “Post-Closing Adjustment”). Buyer’s calculations set forth in the Closing Statement (collectively, the “Proposed Purchase Price Calculations”) shall be delivered with reasonable supporting detail with respect to the calculation of such amounts. (b) Within forty-five (45) days after the Closing Date, Parent shall prepare and deliver to the Member Representative and the Stockholders Representative for their respective review a report (the “Post-Closing Report”), substantially in the form of the Preliminary Closing Report, setting forth each of the following: (i) an unaudited consolidated balance sheet as receipt of the Closing Date Statement, Parent may provide written notice to Buyer disputing all or a part of the Company prepared Proposed Purchase Price Calculations (such notice, a “Purchase Price Dispute Notice”). If Parent does not provide a Purchase Price Dispute Notice to Buyer within such 45-day period, then the parties agree that the Proposed Purchase Price Calculations set forth in accordance with GAAP the Closing Statement shall be deemed final and binding on a the parties hereto. Any Purchase Price Dispute Notice shall set forth in reasonable detail the basis consistent with for such disagreement, the Company Audited Financial Statements, (ii) a statement with amounts involved and Parent’s calculations, in accordance with the Sample Merger Consideration Calculation, of Adjusted Company EBITDA as of the Report Date, Closing Company Debt, Closing Company Cash, Closing Adjusted Net Working Capital determination (which shall take into account any payments made in accordance with Section 2.6(e)), the SLJV Component, and the MTR Excess Expense Amount, and (iii) a schedule with Parent’s calculation, determined in accordance with the Sample Company Merger Consideration Calculation, of the Company Merger Consideration and any necessary adjustment to the Estimated Company Merger Consideration, in each case, with reasonable supporting calculationsdetail) of the (i) the Closing Date Cash, documentation (ii) the Closing Date Indebtedness, (iii) the Closing Date Working Capital and data setting forth in (iv) the Unpaid Transaction Expenses. If a Purchase Price Dispute Notice is provided to Buyer, then Buyer and Parent shall use commercially reasonable detail Parentefforts to resolve the disputed items (the “Disputed Items”) during the thirty (30)-day period commencing on the date of Buyer’s calculations receipt of the Purchase Price Dispute Notice. (c) If Parent and Buyer do not agree upon a final resolution with respect to each any Disputed Items within such 30-day period, then the remaining items in dispute shall be submitted immediately to a mutually agreeable accounting firm to be determined by Parent and Buyer or, if such firm declines to be retained to resolve the dispute, another nationally recognized, independent accounting firm reasonably acceptable to Buyer and Parent (in either case, the “Accounting Firm”). The Accounting Firm shall act as an expert and not as an arbitrator and shall make any determinations based solely on the written submissions of Buyer, on the one hand, and Parent, on the other hand, and not by independent investigation. The parties agree to instruct the Accounting Firm to render a determination of the foregoing. applicable dispute within forty-five (b45) During the thirty (30) day period following delivery days after referral of the Post-Closing Report matter to the Member Representative such Accounting Firm, which determination must be in writing and the Stockholders Representative, Parent shall (i) provide, and cause the Company to provide, the Member Representative, the Stockholders Representative and their respective Representatives with reasonable access during normal business hours, upon reasonable advance notice, to the books and records of the Company and MTR and the working papers of Parent, in each case relating to the Post-Closing Report and the matters must set forth therein, and (ii) cooperate, and cause the Company and MTR to cooperate, with the Member Representative, the Stockholders Representative and their respective Representatives to provide them with other information used in preparing the Post-Closing Report reasonably requested by the Member Representative and their respective Representatives including, upon reasonable advance notice, access during normal business hours to relevant personnel and records of Parent, MTR and the Company. The Post-Closing Report shall become final and binding on the thirtieth (30th) day following delivery thereof unless, prior to the end of such period, either the Member Representative or the Stockholders Representative delivers to Parent written notice of its disagreement (each, a “Notice of Disagreement”) specifyingforth, in reasonable detail, the nature basis therefor. The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between Parent and Buyer, and any associated engagement fees shall be initially borne fifty percent (50%) by Parent and fifty percent (50%) by Buyer; provided that such fees shall ultimately be borne by Parent and Buyer in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the Disputed Items. For example, should the items in dispute total in amount to $1,000 and the Accounting Firm awards $600 in favor of Parent’s position, sixty percent (60%) of the costs of its review would be borne by Buyer and forty percent (40%) of the costs would be borne by Parent. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties hereto in connection with resolving any dispute hereunder before the Accounting Firm shall be borne by the party incurring such cost and expense. In resolving the Disputed Items, the Accounting Firm (A) shall be bound by the provisions of this Section 2.07, (B) 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 Parent and (C) shall limit its decision to such items as are in dispute and to only those adjustments as are necessary for the Proposed Purchase Price Calculations to comply with the provisions of this Agreement. Such determination of the Accounting Firm shall be conclusive and binding upon the parties hereto absent fraud or manifest error. (d) The parties agree that they will, and agree to cause their respective Representatives to, cooperate and assist in the calculation of the Final Purchase Price and in the conduct of the review by the Accounting Firm of any disputed item proposed calculations of the Final Purchase Price or the components thereof, including the making available, to the extent necessary, of books, records, work papers and personnel. (a “Disputed Item”e) If the Final Purchase Price is equal to or greater than the Estimated Purchase Price, then Buyer shall promptly (but in any event within ten (10) Business Days after the date on which the Final Purchase Price is determined pursuant to this Section 2.07) pay to the Seller or any other Affiliate of Parent as designated by Parent an aggregate cash amount equal to such excess (if any), including supporting calculations, documentation and data by wire transfer of immediately available funds to support its position. The Member Representative, the Stockholders Representative and account or accounts as directed by Parent in the Closing Notice (or such other accounts as Parent shall be deemed designate in writing to have agreed with all items and amounts in the Post-Closing Report not specifically addressed in a Notice of Disagreement, and such items and amounts shall not be subject to review under Section 2.9(d) or Section 2.9(eBuyer). (f) If the Estimated Purchase Price is greater than the Final Purchase Price, then the Seller shall promptly (but in any event within ten (10) Business Days after the date on which the Final Purchase Price is determined pursuant to this Section 2.07) pay to Buyer an aggregate cash amount equal to such excess, by wire transfer of immediately available funds to the account or accounts as Buyer shall designate in writing to Parent. (g) Any amount paid pursuant to this Section 2.07 shall be treated as an adjustment to the Final Purchase Price for tax reporting purposes.