Common use of Post-Closing Working Capital Adjustment Clause in Contracts

Post-Closing Working Capital Adjustment. (a) Within ninety (90) days following the Closing Date, ExamWorks shall prepare and deliver to the Stockholder Representative the Working Capital Schedule calculated in accordance with Schedule 3.9(a) and its calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon. ExamWorks and the Company agree that in preparing the Working Capital Schedule, ExamWorks will use the accounting methods, policies, principles, practices, procedures, classifications, estimation methodologies or reserves used by the Company as of the Closing. (b) The Stockholder Representative shall have thirty (30) days following receipt of the Working Capital Schedule delivered pursuant to Section 3.9(a) during which to notify ExamWorks of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. During the thirty (30) days immediately following the Stockholder Representative’s receipt of the Working Capital Schedule and any period of dispute with respect thereto thereafter, ExamWorks shall and shall cause the Company to (i) assist the Stockholder Representative in the review of the Working Capital Schedule and provide the Stockholder Representative and its representatives with reasonable access during normal business hours upon reasonable advance notice to ExamWorks to (x) books, records (including work papers, schedules, memoranda and other documents) and supporting data used in preparation of the Working Capital Schedule, and (y) employees of the Company who were directly responsible for, the preparation of the Working Capital Schedule, in each case solely for purposes of their review of the Working Capital Schedule, and (ii) cooperate with the Stockholder Representative and its representatives in connection with such review, including providing on a timely basis all other material information necessary or useful in connection with the review of the Working Capital Schedule as is reasonably requested by the Stockholder Representative or its representatives. ExamWorks and the Stockholder Representative shall cooperate in good faith to resolve any such dispute as promptly as practicable. Upon such resolution, the Final Working Capital Schedule shall be prepared in accordance with the agreement of ExamWorks and the Stockholder Representative, and the calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding upon the Parties. In the event the Stockholder Representative does not notify ExamWorks of any such dispute within such thirty (30)-day period or notifies ExamWorks within such period that it does not dispute any item contained therein, the Working Capital Schedule delivered pursuant to Section 3.9(a) and ExamWorks’ calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon, shall be final and binding upon the Parties. (c) In the event ExamWorks and the Stockholder Representative are unable to resolve any dispute regarding the Working Capital Schedule delivered pursuant to Section 3.9(a) within thirty (30) days following ExamWorks’ receipt of notice of such dispute, such dispute shall, within five (5) Business Days of the conclusion of such thirty (30)-day period, be submitted to, and all issues having a bearing on such dispute shall be resolved by one of the following accounting firms, as chosen jointly by ExamWorks and the Stockholder Representative; provided, however, that such accounting firm shall not be, at such time, ExamWorks’ outside independent auditor or tax advisor): Ernst & Young, PricewaterhouseCoopers, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or BDO ▇▇▇▇▇▇▇ (the “Accounting Referee”). In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in the Working Capital Schedule as to which the Stockholder Representative has disagreed. The Accounting Referee’s determination of the Working Capital Schedule and the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding on the Parties. The Parties shall direct the Accounting Referee to use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. The fees, costs and expenses of the Accounting Referee shall be shared equally between ExamWorks and the Stockholder Representative.

Post-Closing Working Capital Adjustment. (a) Within ninety At the Closing, Parent shall deliver to Purchaser a certificate, executed by an executive officer of Parent on behalf of Parent (90the “Working Capital Certificate”), which shall set forth Parent’s good faith estimates of (i) the balance sheet of the Purchased Business as of the close of business on the Closing Date (the “Closing Balance Sheet”), (ii) a statement of the Working Capital of the Purchased Business reflected on the Closing Balance Sheet (the “Closing Working Capital Amount”) and (iii) a calculation of the Purchase Price payable at the Closing pursuant to Section 1.2. The Closing Balance Sheet and the Closing Working Capital Amount shall be prepared and determined in accordance with GAAP; provided, however, that the Closing Working Capital Amount shall be calculated based on current assets less current liabilities as those terms are defined under GAAP, except as otherwise specified in the definition of Working Capital set forth in Article 9. Parent will deliver to Purchaser a draft of the Working Capital Certificate no less than five (5) business days following prior to the Closing Date, ExamWorks which draft shall prepare and deliver to set forth Parent’s good faith estimates of the Stockholder Representative Closing Balance Sheet, the Closing Working Capital Schedule calculated in accordance with Schedule 3.9(a) and its calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon. ExamWorks Amount and the Company agree that in preparing the Working Capital Schedule, ExamWorks will use the accounting methods, policies, principles, practices, procedures, classifications, estimation methodologies or reserves used by the Company as of the ClosingPurchase Price. (b) The Stockholder Representative Closing Balance Sheet, the Closing Working Capital Amount and the Purchase Price included in the Working Capital Certificate shall be binding and conclusive upon, and deemed accepted by, Purchaser unless Purchaser shall have thirty notified Parent within forty-five (3045) days following receipt the Closing (the “Objection Notice”) that it disputes the accuracy of any of them. Until final determination of the Closing Balance Sheet and the Closing Working Capital Schedule delivered pursuant to Amount in accordance with this Section 3.9(a) during which to notify ExamWorks of any dispute of any item contained therein2.4, which notice shall set forth in reasonable detail the basis for such dispute. During the thirty (30) days immediately following the Stockholder Representative’s receipt of the Working Capital Schedule and any period of dispute with respect thereto thereafter, ExamWorks shall and shall cause the Company to (i) assist the Stockholder Representative in the review of the Working Capital Schedule and Sellers will provide the Stockholder Representative Purchaser and its authorized representatives with reasonable access during normal business hours upon reasonable advance notice to ExamWorks to (x) all books, records (including work papers, schedules, memoranda and other documents) personnel of Sellers to the extent related to the Company and supporting data used the Company Subsidiary as Purchaser may reasonably request in preparation order to verify the accuracy and completeness of the Closing Balance Sheet and the Closing Working Capital ScheduleAmount; provided that such access by Purchaser shall not unduly interfere with the business or operations of Seller and shall not otherwise be unduly burdensome to Seller. The Objection Notice shall specify in reasonable detail (i) those items that Purchaser disputes, and (y) employees of the Company who were directly responsible for, the preparation of the Working Capital Schedule, in each case solely for purposes of their review of the Working Capital Schedule, and (ii) cooperate with the Stockholder Representative amounts of any adjustments to the Closing Balance Sheet, the Closing Working Capital Amount and the Purchase Price that are necessary in its representatives in connection with judgment to conform to the requirements of this Agreement and (iii) Purchaser’s reasons for such reviewdisputes and adjustments. If Purchaser and Parent cannot agree on the final Closing Balance Sheet, including providing on a timely basis all other material information necessary or useful in connection with the review Closing Working Capital Amount and Purchase Price within twenty (20) days after receipt by Purchaser of the Working Capital Schedule as is reasonably requested by the Stockholder Representative or its representatives. ExamWorks and the Stockholder Representative shall cooperate in good faith to resolve any such dispute as promptly as practicable. Upon such resolutionObjection Notice, the Final Working Capital Schedule parties shall be prepared submit their final calculations of the items in accordance with the dispute to a nationally recognized accounting firm selected upon mutual agreement of ExamWorks Parent and the Stockholder RepresentativePurchaser, and the calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding upon the Parties. In the event the Stockholder Representative does not notify ExamWorks of any such dispute within such thirty (30)-day period or notifies ExamWorks within such period that it does not dispute any item contained therein, the Working Capital Schedule delivered pursuant to Section 3.9(a) and ExamWorks’ calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon, shall be final and binding upon the Parties. (c) In the event ExamWorks and the Stockholder Representative are unable to resolve any dispute regarding the Working Capital Schedule delivered pursuant to Section 3.9(a) for resolution within thirty (30) days following ExamWorks’ receipt of notice of or as soon thereafter as reasonably practicable. Such accounting firm shall review such dispute, such dispute shall, within five (5) Business Days final calculations and make a selection as to which of the conclusion of such thirty (30)-day periodfinal calculations presented to it is, be submitted toin the aggregate, and all issues having a bearing on such dispute shall be resolved more accurate. The decision by one of the following accounting firms, as chosen jointly by ExamWorks and the Stockholder Representative; provided, however, that such accounting firm shall not be, at such time, ExamWorks’ outside independent auditor or tax advisor): Ernst & Young, PricewaterhouseCoopers, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or BDO ▇▇▇▇▇▇▇ (the “Accounting Referee”). In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in the Working Capital Schedule as to which the Stockholder Representative has disagreed. The Accounting Referee’s determination of the Working Capital Schedule and the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding on the Partiesparties. The Parties shall direct the Accounting Referee to use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. The fees, costs and expenses of the Accounting Referee such accounting firm shall be shared equally between ExamWorks paid by the party whose proposed calculation is not selected by such accounting firm. Purchaser and Parent shall make available to such accounting firm all relevant books and records relating to the Stockholder Representativecalculations submitted and all other information reasonably requested by such accounting firm. (c) If the Purchase Price, upon the final determination or acceptance thereof in accordance with Section 2.4(b), is less than the amount of the Purchase Price paid by Purchaser at Closing, then the difference shall be paid by Parent to Purchaser within five (5) days after the date of such final determination or acceptance. If the Purchase Price, upon the final determination or acceptance thereof in accordance with Section 2.4(b), is greater than the amount of the Purchase Price paid by Purchaser at Closing, then the difference shall be paid by Purchaser to Parent within five (5) days after the date of such final determination or acceptance. Any payment under this Section 2.4(c) shall be made by wire transfer in immediately available funds in accordance with wiring instructions furnished by the recipient of such payment at least two (2) business days prior to the date of payment.

Post-Closing Working Capital Adjustment. (a) The Parties acknowledge that the Company prepared and delivered to Buyer a statement setting forth the Company’s good faith calculation of Closing Working Capital (the “Estimated Closing Working Capital”), which statement contains the balance sheet of the Company as of March 31, 2022 (the “Working Capital Date”) (without giving effect to the transactions contemplated hereby), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the CEO that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP consistently applied in accordance with past practice of the Company. Within ninety sixty (9060) days following after the Closing Date, ExamWorks Buyer shall prepare and deliver to the Stockholder Representative the Working Capital Schedule calculated in accordance with Schedule 3.9(a) and its Sellers Rep a statement setting forth Buyer’s calculation of the Closing Working Capital Surplus or Working Capital DeficitCapital, if any, based thereon. ExamWorks and the Company agree that in preparing the Working Capital Schedule, ExamWorks will use the accounting methods, policies, principles, practices, procedures, classifications, estimation methodologies or reserves used by which statement shall contain an internally prepared unaudited balance sheet of the Company as of the ClosingWorking Capital Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement”) and a certificate of an executive officer of Buyer that the Closing Working Capital Statement was prepared in accordance with GAAP consistently applied in accordance with past practice of the Company. The post-closing adjustment shall be an amount equal to the Closing Working Capital minus the Estimated Closing Working Capital (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a negative number, Sellers shall pay to Buyer an aggregate amount equal to the absolute value of the Post-Closing Adjustment, with each Seller liable for such Seller’s Pro Rata Portion thereof, to be paid from the Escrow Amount. If the Post-Closing Adjustment is a positive number, Buyer shall pay Sellers an aggregate amount equal to the absolute value of the Post-Closing Adjustment, in accordance with each Seller’s Pro Rata Portion thereof. Notwithstanding the foregoing, it is hereby agreed that if the absolute value of the Post-Closing Adjustment is less than the Threshold Deviation Amount, no adjustment shall be made. (b) The Stockholder Representative After delivery of the Closing Working Capital Statement to Sellers Rep, Sellers Rep shall have thirty (30) days following receipt (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, Sellers Rep and its accountants shall have access to the books and records of the Company and Buyer to the extent that they relate to the Closing Working Capital Schedule delivered pursuant Statement and to Section 3.9(asuch historical financial information (to the extent in Buyer’s possession) during which relating to notify ExamWorks the Closing Working Capital Statement as Sellers Rep may reasonably request for the purpose of any dispute reviewing the Closing Working Capital Statement and, if desired, to prepare a Statement of any item contained thereinObjections (defined below), which notice provided, that such access shall set be in a manner that does not interfere with the normal business operations of Buyer or the Company. On or prior to the last day of the Review Period, Sellers Rep may object to the Closing Working Capital Statement by delivering to Buyer a written statement setting forth Sellers’ objections in reasonable detail detail, indicating each disputed item or amount and the basis for such disputeSellers’ disagreement therewith (the “Statement of Objections”). During If Sellers Rep fails to deliver the thirty (30) days immediately following Statement of Objections before the Stockholder Representative’s receipt expiration of the Review Period, the Closing Working Capital Schedule Statement and any period of dispute with respect thereto thereafterthe Post-Closing Adjustment, ExamWorks as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Sellers Rep and shall cause be final, binding and non-appealable by Sellers. If Sellers Rep delivers the Company to (i) assist Statement of Objections before the Stockholder Representative in the review expiration of the Working Capital Schedule Review Period, Buyer and provide the Stockholder Representative and its representatives with reasonable access during normal business hours upon reasonable advance notice to ExamWorks to (x) books, records (including work papers, schedules, memoranda and other documents) and supporting data used in preparation of the Working Capital Schedule, and (y) employees of the Company who were directly responsible for, the preparation of the Working Capital Schedule, in each case solely for purposes of their review of the Working Capital Schedule, and (ii) cooperate with the Stockholder Representative and its representatives in connection with such review, including providing on a timely basis all other material information necessary or useful in connection with the review of the Working Capital Schedule as is reasonably requested by the Stockholder Representative or its representatives. ExamWorks and the Stockholder Representative Sellers Rep shall cooperate negotiate in good faith to resolve any such dispute as promptly as practicable. Upon such resolution, the Final Working Capital Schedule shall be prepared in accordance with the agreement of ExamWorks and the Stockholder Representative, and the calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding upon the Parties. In the event the Stockholder Representative does not notify ExamWorks of any such dispute within such thirty (30)-day period or notifies ExamWorks within such period that it does not dispute any item contained therein, the Working Capital Schedule delivered pursuant to Section 3.9(a) and ExamWorks’ calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon, shall be final and binding upon the Parties. (c) In the event ExamWorks and the Stockholder Representative are unable to resolve any dispute regarding the Working Capital Schedule delivered pursuant to Section 3.9(a) objections within thirty (30) days following ExamWorksafter the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Sellers Rep shall be final, binding and non-appealable. (c) If Sellers Rep and Buyer fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to the Israeli offices of E&Y, BDO or Deloitte, as selected by Buyer (the “Independent Accountants”). If Disputed Amounts are submitted to the Independent Accountants for resolution, Buyer and Sellers Rep shall each furnish to the Independent Accountants such work papers and other documents and information related to the Disputed Amounts as the Independent Accountants may request and are available to that Party without reasonable undue effort, and each Party shall be afforded the opportunity to present to the Independent Accountants any material relating to the determination, and to discuss the determination with the Independent Accountants, provided, however, that no Party shall have ex parte communications with the Independent Accountants with respect to the substance of the issues in dispute. The Independent Accountants, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Post-Closing Adjustment, as the case may be, and the Closing Working Capital Statement. The Independent Accountants shall only decide the specific items under dispute by the Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Statement of Objections, respectively. The Independent Accountants shall make a determination as soon as practicable within thirty (30) days (or such other time as the Parties shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon, and non-appealable by, the Parties. (d) Sellers shall pay a portion of the fees and expenses of the Independent Accountants equal to 100% multiplied by a fraction, the numerator of which is the amount of Disputed Amounts submitted to the Independent Accountants that are resolved in favor of Buyer (that being the difference between the Independent Accountants’ receipt determination and Sellers’ determination) if any and the denominator of notice which is the total amount of such disputeDisputed Amounts submitted to the Independent Accountants (that being the sum total by which Buyer’s determination and Sellers’ determination differ from the determination of the Independent Accountants). Buyer shall pay that portion of the fees and expenses of the Independent Accountants that Sellers are not required to pay hereunder. (e) Except as otherwise provided herein, such dispute shall, any payment of the Post-Closing Adjustment shall (A) be due (x) within five (5) Business Days after acceptance of the conclusion of such thirty (30)-day period, be submitted to, and all issues having a bearing on such dispute shall be resolved by one of the following accounting firms, as chosen jointly by ExamWorks and the Stockholder Representative; provided, however, that such accounting firm shall not be, at such time, ExamWorks’ outside independent auditor or tax advisor): Ernst & Young, PricewaterhouseCoopers, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or BDO ▇▇▇▇▇▇▇ (the “Accounting Referee”). In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in the applicable Closing Working Capital Schedule as Statement or (y) if there are Disputed Amounts, then within five (5) Business Days after the resolution described in clause (iii) above; and (B) be paid by wire transfer of immediately available funds to which the Stockholder Representative has disagreed. The Accounting Referee’s determination of Paying Agent for further distribution to the Working Capital Schedule and the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding on the Parties. The Parties shall direct the Accounting Referee to use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. The fees, costs and expenses of the Accounting Referee shall be shared equally between ExamWorks and the Stockholder RepresentativeSecurityholders.

Post-Closing Working Capital Adjustment. (a) Within ninety thirty (9030) days Business Days following the Closing Date, ExamWorks Purchaser shall prepare and deliver to Sellers (i) a balance sheet for the Stockholder Representative Business as of the Closing Date (the "FTL Final Balance Sheet") and (ii) a schedule (the "Working Capital Schedule") setting forth (X) Purchaser's calculation of the Net Working Capital of the Business as of the Closing Date ("Closing Date Net Working Capital") and (Y) Purchaser's calculation of the amount by which the Purchase Price should be adjusted, either upward or downward, to the extent the Closing Date Net Working Capital is greater than or less than the Adjusted Net Working Capital (such difference being the "Working Capital Amount Due"). The FTL Final Balance Sheet shall be prepared by Purchaser in good faith in accordance with GAAP applied consistently with Sellers' past practices and with the practices applied in preparation of the FTL Reference Balance Sheet, provided, however, that the FTL Final Balance Sheet, from which the Working Capital Schedule calculated in accordance with Schedule 3.9(a) is prepared, shall reflect as assets only FTL Assets and its calculation shall reflect as liabilities only FTL Liabilities. Purchaser shall apply the definitions of the Working Capital Surplus or Assets and Working Capital Deficit, if any, based thereon. ExamWorks and the Company agree that Liabilities in preparing the Working Capital Schedule, ExamWorks will use the accounting methods, policies, principles, practices, procedures, classifications, estimation methodologies or reserves used by the Company as of the Closing. (b) The Stockholder Representative shall have thirty (30) days following receipt of the Working Capital Schedule delivered pursuant to Section 3.9(a) during which to notify ExamWorks of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. During the thirty (30) days immediately following the Stockholder Representative’s receipt of the Working Capital Schedule and any period of dispute with respect thereto thereafter, ExamWorks shall and shall cause the Company to (i) assist the Stockholder Representative in the review of the Working Capital Schedule and provide the Stockholder Representative and its representatives with reasonable access during normal business hours upon reasonable advance notice to ExamWorks to (x) books, records (including work papers, schedules, memoranda and other documents) and supporting data used in preparation of the Working Capital Schedule, and (y) employees of the Company who were directly responsible for, the preparation of the Working Capital Schedule. (b) Sellers may notify Purchaser in writing within twenty (20) Business Days following delivery of the Working Capital Schedule (the "Dispute Period"), in each case solely for purposes that (i) Sellers agree with the Working Capital Schedule (an "Approval Notice") or (ii) Sellers disagree with such calculations, identifying with specificity the items with which Sellers disagree (a "Dispute Notice"). Upon receipt by Purchaser of their review a Dispute Notice, Purchaser and Sellers will use good faith efforts during the five (5) Business Day period following the date of receipt of a Dispute Notice (the "Resolution Period") to resolve any differences they may have as to the calculations of the Working Capital Schedule. Sellers may request, and Purchaser shall provide, reasonable access during normal business hours to the information and data used to calculate the Closing Date Net Working Capital. If Purchaser and Sellers cannot reach written agreement during the Resolution Period, within three (ii3) cooperate with Business Days thereafter, their disagreements, limited to only those issues still in dispute, shall be promptly submitted for arbitration before an independent Big Five Accounting Firm jointly selected by Purchaser and Sellers (the Stockholder Representative and its representatives in connection with "Independent Accountant"), which firm shall conduct such additional review as is necessary to resolve the specific disagreements referred to it. Based upon such review, including providing on a timely basis all other material information necessary or useful in connection with the review of Independent Accountant shall determine the Working Capital Schedule as is reasonably requested by (the Stockholder Representative or its representatives"Independent Accountant Determination of the Working Capital"). ExamWorks and the Stockholder Representative Such determination shall cooperate in good faith to resolve any such dispute be completed as promptly as practicable. Upon such resolution, practicable but in no event later than twenty (20) days following the Final Working Capital Schedule selection of the Independent Accountant and shall be prepared confirmed by the Independent Accountant in accordance with the agreement of ExamWorks and the Stockholder Representativewriting to, and the calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding upon the Parties. In the event the Stockholder Representative does not notify ExamWorks on, Purchaser and Sellers for purposes of any such dispute within such thirty (30)-day period or notifies ExamWorks within such period that it does not dispute any item contained therein, the Working Capital Schedule delivered pursuant to this Section 3.9(a) and ExamWorks’ calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon, shall be final and binding upon the Parties1.08. (c) In The fees and expenses of the event ExamWorks Independent Accountant shall be paid equally by Purchaser and Sellers. (d) If the Stockholder Representative are unable Working Capital Amount Due is owed to resolve Purchaser pursuant to this Section 1.08, then no later than the second Business Day after the earlier of (i) the receipt by Purchaser of an Approval Notice, (ii) the expiration of the Dispute Period if Purchaser has not received an Approval Notice or a Dispute Notice within such period, (iii) the expiration of the Resolution Period if Purchaser and Sellers have resolved any dispute differences regarding the Working Capital Schedule delivered within such period and (iv) the receipt of the Independent Accountant Determination of the Working Capital, Purchaser and Sellers shall deliver a written notice to the Escrow Agent pursuant to Section 3.9(athe Escrow Agreement instructing the Escrow Agent to pay (A) within thirty the Working Capital Amount Due from the Escrow Amount to Purchaser and (30B) days following ExamWorks’ receipt the remainder of notice the Escrow Amount, if any, to the Estates on behalf of such disputeSellers, such dispute shallin each case by wire transfer of immediately available funds, without setoff or deduction of any kind, within five (5) Business Days of the conclusion receipt of such thirty letter of instruction. (30)-day e) If the Working Capital Amount Due is owed to Sellers pursuant to this Section 1.08, then (A) no later than the fifth Business Day after the earlier of (i) the receipt by Purchaser of an Approval Notice, (ii) the expiration of the Dispute Period if Purchaser has not received an Approval Notice or a Dispute Notice within such period, be submitted to, and all issues having a bearing on such dispute shall be resolved by one (iii) the expiration of the following accounting firms, as chosen jointly by ExamWorks Resolution Period if Purchaser and the Stockholder Representative; provided, however, that such accounting firm shall not be, at such time, ExamWorks’ outside independent auditor or tax advisor): Ernst & Young, PricewaterhouseCoopers, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or BDO ▇▇▇▇▇▇▇ (the “Accounting Referee”). In resolving Sellers have resolved any such dispute, the Accounting Referee shall consider only those items or amounts in differences regarding the Working Capital Schedule as to which within such period and (iv) the Stockholder Representative has disagreed. The Accounting Referee’s determination receipt of the Independent Accountant Determination of the Working Capital Schedule and Capital, Purchaser shall pay the Working Capital Surplus Amount Due to the Estates on behalf of Sellers by wire transfer of immediately available funds without set-off or Working Capital Deficitdeduction of any kind, if anyand (B) no later than the second Business Day after the earlier of the dates listed in clauses (i)-(iv) above, based thereon Purchaser and Sellers shall deliver a written notice to the Escrow Agent pursuant to the Escrow Agreement instructing the Escrow Agent to pay the Escrow Amount to the Estates on behalf of Sellers by wire transfer of immediately available funds, without setoff or deduction of any kind, within five (5) Business Days of receipt of such letter of instruction. (f) If the Purchase Price is increased or decreased pursuant to Section 1.08(a) and (b), the parties shall within ten Business Days after such determination agree upon the necessary modifications to the Purchase Price allocations made pursuant to Section 1.04(b). (g) Interest on and other income from the Escrow Amount shall be final and binding on payable in accordance with the Parties. The Parties shall direct the Accounting Referee to use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. The fees, costs and expenses of the Accounting Referee shall be shared equally between ExamWorks and the Stockholder RepresentativeEscrow Agreement.

Post-Closing Working Capital Adjustment. (a) Within ninety (90) days following the Closing Date, ExamWorks Buyer shall prepare and deliver to the Stockholder Sellers’ Representative a statement (the “Closing Statement”) setting forth the Closing Company Cash, the Closing Indebtedness, the Closing Transaction Expenses and the Closing Net Working Capital Schedule calculated and Buyer’s resulting calculation of the Initial Purchase Price. The Closing Statement shall be prepared in accordance with Schedule 3.9(a) and its calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon. ExamWorks and the Company agree that in preparing the Working Capital Schedule, ExamWorks will use the accounting methods, policies, principles, practices, procedures, classifications, estimation methodologies or reserves used by the Company as of the Closing. (b) The Stockholder Representative shall have thirty (30) days following receipt of the Working Capital Schedule delivered pursuant to Section 3.9(a) during which to notify ExamWorks of any dispute of any item contained therein, which notice shall applicable definitions set forth in reasonable detail this Agreement. The Sellers’ Representative shall cooperate as reasonably requested in connection with the basis for such disputepreparation of the Closing Statement. During the thirty (30) days immediately following the Stockholder Sellers’ Representative’s receipt of the Working Capital Schedule Closing Statement and any period of dispute with respect thereto thereafter, ExamWorks Buyer shall and shall cause the Company to (i) assist the Stockholder Representative in the review of the Working Capital Schedule and provide the Stockholder Sellers’ Representative and its representatives with reasonable access during normal business hours upon reasonable advance notice to ExamWorks to (x) the relevant books, records (including work papers, schedules, memoranda and other documents) and documents supporting data used in preparation of the Working Capital Schedule, and (y) employees of the Company who were directly responsible for, the preparation of the Working Capital Schedule, in each case solely for purposes of their its review of the Working Capital ScheduleClosing Statement. The Closing Statement and the resulting calculation of the Initial Purchase Price shall become final and binding on the parties thirty (30) days following the Sellers’ Representative’s receipt thereof unless the Sellers’ Representative gives written notice of its disagreement (a “Notice of Disagreement”) to Buyer prior to such date specifying in reasonable detail the nature and dollar amount of any disagreement so asserted; provided that the Closing Statement and the resulting calculation of the Initial Purchase Price shall become final and binding upon the parties upon the Sellers’ Representative’s delivery, prior to the expiration of the thirty (30) day period, of written notice to Buyer of its acceptance of the Closing Statement. (b) If a timely Notice of Disagreement is received by Buyer, then the Closing Statement (as revised in accordance with this Section 2.4), and the resulting calculation of the Initial Purchase Price, shall become final and binding upon the parties on the earlier of (i) the date any and all matters specified in the Notice of Disagreement are finally resolved in writing by the Sellers’ Representative and Buyer and (ii) cooperate with the Stockholder date any and all matters specified in the Notice of Disagreement not resolved by the Sellers’ Representative and its representatives Buyer are finally resolved in connection with such review, including providing on a timely basis all other material information necessary or useful in connection with the review of the Working Capital Schedule as is reasonably requested writing by the Stockholder Expert. The Closing Statement shall be revised to the extent necessary to reflect any resolution by the Sellers’ Representative and Buyer and any final resolution made by the Expert in accordance with this Section 2.4(b). During the twenty (20) days immediately following the delivery of a Notice of Disagreement or its representatives. ExamWorks such longer period as the Sellers’ Representative and Buyer may agree in writing, the Stockholder Sellers’ Representative and Buyer shall cooperate seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. At the end of such dispute as promptly as practicable. Upon such resolutiontwenty (20) day period, the Final Working Capital Schedule Sellers’ Representative and Buyer shall be prepared submit to the Expert for review and resolution of any and all matters (but only such matters) which remain in dispute and which were included in the Notice of Disagreement. Buyer and Sellers’ Representative shall instruct the Expert to make a final determination of the items included in the Closing Statement (to the extent such amounts are in dispute) in accordance with the agreement terms of ExamWorks this Agreement. Buyer and the Stockholder Sellers’ Representative will cooperate (and Buyer shall cause the Company to cooperate) with the Expert during the term of its engagement. Buyer and Sellers’ Representative shall instruct the Expert not to, assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, or the Sellers’ Representative, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or the Sellers’ Representative, on the other hand. Buyer and Sellers’ Representative shall also instruct the Expert to make its determination based solely on presentations by Buyer and Sellers’ Representative that are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Closing Statement, the determination of the Closing Indebtedness, the Closing Transaction Expenses and the Closing Net Working Capital and the resulting calculation of the Initial Purchase Price shall become final and binding on the parties hereto on the date the Expert delivers its final resolution in writing to Buyer and the Sellers’ Representative (which final resolution shall be delivered not more than thirty (30) days following submission of such disputed matters), and such resolution by the Expert shall not be subject to court review or otherwise appealable. The fees and expenses of the Expert pursuant to this Section 2.4(b) shall be borne by the Company, on the one hand, and the Seller Indemnifying Parties (based on each Seller Indemnifying Party’s Fully Diluted Pro Rata Percentages), on the other hand, based upon the percentage which the aggregate portion of the contested amount awarded to each party bears to the amount actually contested by such party, as determined by the Expert. For example, if the Sellers’ Representative claims the Initial Purchase Price is $1,000 greater than the amount determined by Buyer, and Buyer contests only $500 of the amount claimed by the Sellers’ Representative, and if the calculation Expert ultimately resolves the dispute by awarding the Seller Indemnifying Parties $300 of the Working Capital Surplus or Working Capital Deficit$500 contested, if any, based thereon shall be final then the costs and binding upon the Parties. In the event the Stockholder Representative does not notify ExamWorks of any such dispute within such thirty (30)-day period or notifies ExamWorks within such period that it does not dispute any item contained therein, the Working Capital Schedule delivered pursuant to Section 3.9(a) and ExamWorks’ calculation expenses of the Working Capital Surplus or Working Capital DeficitExpert will be allocated 60% (i.e., if any300 ÷ 500) to the Company and 40% (i.e., based thereon, shall be final and binding upon 200 ÷ 500) to the Seller Indemnifying Parties. (c) In If the event ExamWorks Initial Purchase Price as finally determined in accordance with this Section 2.4 (the “Definitive Initial Purchase Price”) is greater than the Estimated Initial Purchase Price (the positive amount by which the Definitive Initial Purchase Price exceeds the Estimated Initial Purchase Price, the “Working Capital Surplus Amount”), then Buyer, within ten (10) Business Days after the Closing Statement becomes final and binding in accordance with the Stockholder Representative are unable terms hereof (the “Closing Statement Date”), shall make payment to resolve any dispute regarding the Paying Agent, by wire transfer of immediately available funds, an amount equal to the Working Capital Schedule delivered pursuant Surplus Amount (a “Working Capital Surplus Payment”) for disbursement to Section 3.9(a) within thirty (30) days following ExamWorks’ receipt of notice of such dispute, such dispute shall, within five (5) Business Days of the conclusion of such thirty (30)-day period, be submitted to, and all issues having a bearing on such dispute shall be resolved by one of the following accounting firms, as chosen jointly by ExamWorks and the Stockholder RepresentativeSeller Indemnifying Parties in accordance with each Seller Indemnifying Party’s Fully Diluted Pro Rata Percentage; provided, however, that the Paying Agent’s disbursement for the portion of such accounting firm shall not be, at such time, ExamWorks’ outside independent auditor or tax advisor): Ernst & Young, PricewaterhouseCoopers, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or BDO ▇▇▇▇▇▇▇ (the “Accounting Referee”). In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in the Working Capital Schedule as to which the Stockholder Representative has disagreed. The Accounting Referee’s determination of the Working Capital Schedule and the Working Capital Surplus Payment to be paid to the Former In-the-Money Option Holders in respect of their In-the-Money Vested Options who are or Working Capital Deficit, if any, based thereon shall be final and binding on the Parties. The Parties shall direct the Accounting Referee to use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. The fees, costs and expenses were employees of the Accounting Referee shall Company be shared equally between ExamWorks and remitted directly to the Stockholder Representative.Company (or any Affiliate thereof or successor thereto) for payment via payroll in accordance with Section 2.3

Post-Closing Working Capital Adjustment. (a) Within ninety (90) Promptly after the Closing Date, and in any event not later than 30 calendar days following the Closing Date, ExamWorks Buyer shall prepare prepare, or cause to be prepared, and deliver to the Stockholder Representative the Working Capital Schedule calculated in accordance with Schedule 3.9(a) and its calculation Seller a balance sheet of the Working Capital Surplus or Working Capital Deficit, if any, based thereon. ExamWorks and the Company agree that in preparing the Working Capital Schedule, ExamWorks will use the accounting methods, policies, principles, practices, procedures, classifications, estimation methodologies or reserves used by the Company as of the ClosingClosing Date (the “Closing Balance Sheet”). Such Closing Balance Sheet shall be accompanied by a statement (the “Net Closing Statement”) calculating (i) the Net Working Capital of the Company as of the Closing Date (the “Closing Net Working Capital”)calculated in accordance with the procedure shown on Section 1.04 of the Disclosure Letter and all in a manner consistent with past practice of the Company and in accordance with GAAP, together with supporting schedules setting forth in reasonable detail all items of Closing Net Working Capital therein and (ii) the Net Indebtedness of the Company as of the Closing Date (the “Closing Net Indebtedness”) calculated in accordance with the procedure shown on Section 1.04 of the Disclosure Letter and all in a manner consistent with past practice of the Company and in accordance with GAAP, together with supporting schedules setting forth in reasonable detail all items of Closing Net Indebtedness therein. (b) The Stockholder Representative Buyer shall have thirty (30) days following receipt permit Seller and his representatives to review promptly upon request all accounting records, work papers and computations used by Buyer in the preparation of such Closing Balance Sheet and the computation of the Closing Net Working Capita and the Closing Net Indebtedness. If Seller disputes the Closing Net Working Capital Schedule delivered pursuant and/or the Closing Net Indebtedness as calculated by Buyer, not more than 20 days after the date the Seller receives Buyer’s calculation thereof, Seller shall deliver to Section 3.9(a) during which to notify ExamWorks Buyer a Notice of any dispute of any item contained thereinDispute, which notice shall set forth specifying in reasonable detail the basis for such disputepoints of disagreement. During To be assertable in the thirty (30) days immediately following the Stockholder Representative’s receipt Notice of the Working Capital Schedule and any period of dispute with respect thereto thereafterDispute, ExamWorks shall and shall cause the Company to an objection by Seller (i) assist (A) with respect to any individual item on the Stockholder Representative Closing Balance Sheet must assert that such Closing Balance Sheet was not prepared in accordance with GAAP or the review terms of Section 1.04 of the Working Capital Schedule and provide Disclosure Letter with respect to such item or (B) must assert that such Closing Balance Sheet has omitted an item which should have been included on the Stockholder Representative and its representatives Closing Balance Sheet in accordance with reasonable access during normal business hours upon reasonable advance notice to ExamWorks to (x) books, records (including work papers, schedules, memoranda and other documents) and supporting data used in preparation GAAP or the terms of Section 1.04 of the Working Capital Schedule, and (y) employees of the Company who were directly responsible for, the preparation of the Working Capital Schedule, in each case solely for purposes of their review of the Working Capital ScheduleDisclosure Letter, and (ii) cooperate must relate to an adjustment in any single item on the Closing Balance Sheet in an amount equal to or greater than 1,000,000 NIS, or 2,000,000 NIS for all items in the aggregate. Seller hereby waives the right to assert any objection with respect to the Stockholder Representative and its representatives Closing Balance Sheet that is not asserted in connection with such review, including providing on a timely basis all other material information necessary or useful in connection with the review Notice of Dispute delivered to Buyer by Seller within 20 days after the delivery of the Working Capital Schedule as is reasonably requested by the Stockholder Representative or its representativesClosing Balance Sheet. ExamWorks and the Stockholder Representative shall cooperate in good faith If Seller fails to resolve any deliver a Notice of Dispute within such dispute as promptly as practicable. Upon such resolution20 day period, the Final Working Capital Schedule Seller shall be deemed to have accepted the Closing Balance Sheet prepared in accordance with the agreement of ExamWorks and the Stockholder Representative, and the calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding upon the Parties. In the event the Stockholder Representative does not notify ExamWorks of any such dispute within such thirty (30)-day period or notifies ExamWorks within such period that it does not dispute any item contained therein, the Working Capital Schedule delivered pursuant to Section 3.9(a) and ExamWorks’ calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon, shall be final and binding upon the Partiesby Buyer. (c) In the event ExamWorks and the Stockholder Representative are unable Upon receipt of a Notice of Dispute, Buyer shall promptly consult with Seller in good faith with respect to their specified points of disagreement in an effort to resolve the dispute. If any dispute regarding the Working Capital Schedule delivered pursuant to Section 3.9(a) within thirty (30) days following ExamWorks’ receipt of notice of such dispute, such dispute shall, within five (5) Business Days of the conclusion of such thirty (30)-day period, be submitted to, and all issues having a bearing on such dispute shall cannot be resolved by one Buyer and Seller within 30 days after Buyer receives the Notice of Dispute, the parties shall refer the dispute to be heard in front of a single arbiter appointed by and under the rules of the following accounting firmsArbitration Institute of the Israeli Bar Association (respectively, as chosen jointly by ExamWorks the "Arbiter" and the Stockholder Representative; provided, however, that such accounting firm shall not be, at such time, ExamWorks’ outside independent auditor or tax advisor): Ernst & Young, PricewaterhouseCoopers, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or BDO ▇▇▇▇▇▇▇ (the “Accounting Referee”"Arbitration"). In resolving any This section constitutes a binding arbitratuion agreement accorduing to the provisions of the Israeli Arbitration Law – 1968, and the provisions of said law as well as the bylaws issued pursuant thereto shall apply in respect of the Abrbitration. For purposes of such disputearbitration, Seller and Buyer shall submit a proposed calculation of the Accounting Referee Net Working Capital and Net Indebtedness. The Arbiter shall consider only those items or amounts apply the terms of Section 1.04 of the Disclosure Letter, and shall otherwise conduct the arbitration under such procedures as the parties may agree or, failing such agreement, under then prevailing rules of the Arbitration Institute of the Israeli Bar Association. The fees and expenses of the arbitration and the Arbiter incurred in connection with the calculation of the Net Working Capital and the Net Indebtedness shall be allocated between the parties by the Arbiter. All determinations by the Arbiter shall be final, conclusive and binding with respect to the calculation of the Net Working Capital the Net Indebtedness and the allocation of arbitration fees and expenses, in the absence of fraud or manifest error. (d) The Purchase Price shall be adjusted as follows, based on the Closing Net Working Capital Schedule as to which the Stockholder Representative has disagreed. The Accounting Referee’s determination of the Working Capital Schedule and the Working Capital Surplus or Working Capital DeficitClosing Net Indebtedness set forth on the Closing Balance Sheet finally determined under this Section 1.05: (i) the Purchase Price shall be decreased by the amount, if any, based thereon by which the Closing Net Working Capital is less than the Target Net Working Capital and (ii)(A) increased by the amount by which the Closing Net Indebtedness is less than the Target Net Indebtedness or (B) decreased by the amount by which the Closing Net Indebtedness is greater than the Target Net Indebtedness (the Purchase Price so adjusted pursuant to this Section 1.05(d), the “Final Purchase Price”). If the Closing Purchase Price exceeds the Final Purchase Price, then Seller shall pay to Buyer the amount of such excess. If the Final Purchase Price exceeds the Closing Purchase Price, then Buyer shall pay Seller the amount of such excess. Any payment so required to be made by Seller or Buyer shall be by transfer of immediately available funds not more than five business days after final and binding on determination thereof. For the Parties. The Parties shall direct avoidance of doubt, if the Accounting Referee to use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. The feesClosing Net Working Capital is more than the Target Net Working Capital, costs and expenses of the Accounting Referee there shall be shared equally between ExamWorks and no adjustment to the Stockholder RepresentativePurchase Price pursuant to clause (i) of this Section 1.05(d).

Post-Closing Working Capital Adjustment. (a) Within ninety (90) days following Following the Closing Date, ExamWorks the Purchase Price shall be adjusted, if at all, as set forth below: (a) As soon as practicable (and in any event within 60 days following the Closing), the Acquiror shall prepare and deliver to the Stockholder Seller Representative and its counsel a consolidated balance sheet of SJJC Aviation Services, LLC as of the Working Capital Schedule calculated Closing Date prepared by the Acquiror in accordance with Schedule 3.9(a) and its GAAP as applied by the Jet Center Entities consistent with past practices (the “Closing Balance Sheet”), a calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon. ExamWorks and the Company agree that in preparing the Working Capital Schedule, ExamWorks will use the accounting methods, policies, principles, practices, procedures, classifications, estimation methodologies or reserves used by the Company as of the ClosingClosing Date based on such Closing Balance Sheet (the “Closing Working Capital Calculation”) and all work papers and back-up materials relating thereto. (b) The Stockholder Representative shall have thirty (30) days On or prior to the 30th day following receipt the Acquiror’s delivery of the Closing Balance Sheet and the Closing Working Capital Schedule delivered pursuant to Section 3.9(a) during which to notify ExamWorks of any dispute of any item contained thereinCalculation, which the Seller Representative may give the Acquiror a written notice shall set forth stating in reasonable detail the basis for such dispute. During the thirty (30) days immediately following the Stockholder Seller Representative’s receipt of objections (an “Objection Notice”) to the Closing Balance Sheet or the Closing Working Capital Schedule Calculation. Any Objection Notice shall specify in reasonable detail the dollar amount of any objection and any period of dispute with respect thereto thereafter, ExamWorks shall and shall cause the Company basis therefor. Any determination set forth on the Closing Balance Sheet or the Closing Working Capital Calculation which is not specifically objected to (i) assist the Stockholder Representative in the review of the Working Capital Schedule and provide the Stockholder Representative and its representatives with reasonable access during normal business hours upon reasonable advance notice to ExamWorks to (x) books, records (including work papers, schedules, memoranda and other documents) and supporting data used in preparation of the Working Capital Schedule, and (y) employees of the Company who were directly responsible for, the preparation of the Working Capital Schedule, in each case solely for purposes of their review of the Working Capital Schedule, and (ii) cooperate with the Stockholder Representative and its representatives in connection with such review, including providing on a timely basis all other material information necessary or useful in connection with the review of the Working Capital Schedule as is reasonably requested by the Stockholder Representative or its representatives. ExamWorks and the Stockholder Representative shall cooperate in good faith to resolve any such dispute as promptly as practicable. Upon such resolution, the Final Working Capital Schedule Objection Notice shall be prepared in accordance with the agreement of ExamWorks deemed acceptable and the Stockholder Representative, and the calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding upon the PartiesParties upon delivery of the Objection Notice. In If the event the Stockholder Seller Representative does not notify ExamWorks of any such dispute give the Acquiror an Objection Notice within such thirty (30)-day period or notifies ExamWorks within such period that it does not dispute any item contained therein30-day period, then the Closing Balance Sheet and the Closing Working Capital Schedule delivered pursuant to Section 3.9(a) and ExamWorks’ calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon, Calculation shall be final conclusive and binding upon the PartiesParties and the Working Capital set forth in the Closing Working Capital Calculation will constitute the Working Capital for purposes of this Section 1.7. During such 30-day period, the Acquiror shall provide the Seller Representative with access to the books and records of the Seller and its personnel and accountants as may be reasonably necessary for the Seller Representative to review the Closing Balance Sheet and the Closing Working Capital Calculation. (c) Following the Acquiror’s receipt of any Objection Notice, the Seller Representative and the Acquiror shall attempt to negotiate in good faith to resolve such dispute. In the event ExamWorks that the Seller Representative and the Stockholder Acquiror fail to agree on any of the Seller Representative’s proposed adjustments set forth in the Objection Notice within 30 days after the Acquiror receives the Objection Notice, the Seller Representative are unable to resolve any dispute regarding and the Acquiror agree that a mutually acceptable accounting firm of nationally recognized standing (the “Independent Accounting Firm”) shall, within the 45-day period immediately following such 30-day period, make the final determination of Working Capital as of the Closing Date in accordance with the terms of this Agreement. The Acquiror and the Seller Representative each shall provide the Independent Accounting Firm with their respective determinations of the Working Capital Schedule delivered pursuant to Section 3.9(a) within thirty (30) days following ExamWorks’ receipt of notice of such dispute, such dispute shall, within five (5) Business Days as of the conclusion of such thirty (30)-day period, be submitted to, and all issues having a bearing on such dispute shall be resolved by one of the following accounting firms, as chosen jointly by ExamWorks and the Stockholder Representative; provided, however, that such accounting firm shall not be, at such time, ExamWorks’ outside independent auditor or tax advisor): Ernst & Young, PricewaterhouseCoopers, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or BDO ▇▇▇▇▇▇▇ (the “Accounting Referee”). In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in the Working Capital Schedule as to which the Stockholder Representative has disagreedClosing Date. The Independent Accounting Referee’s Firm shall make an independent determination of the Working Capital Schedule and as of the Working Capital Surplus or Working Capital DeficitClosing Date that, if anyassuming compliance with the previous clause, based thereon shall be final and binding on the PartiesSeller and the Acquiror. The Parties Notwithstanding the above, the Independent Accounting Firm shall direct serve as an arbitrator of the Accounting Referee to use commercially reasonable efforts to complete its work within thirty (30) days following its engagementdispute rather than an auditor. The fees, costs and expenses of the Independent Accounting Referee Firm shall be shared equally between ExamWorks paid by the Party whose calculation of Working Capital was different by the greater amount from that of the Independent Accounting Firm. (d) If the Estimated Working Capital equals the Working Capital as of the Closing Date as finally determined pursuant to this Section 1.7, then there shall be no adjustment to the consideration paid at Closing pursuant to Section 1.2. If the Estimated Working Capital exceeds the Working Capital as of the Closing Date as finally determined pursuant to this Section 1.7, then the Seller Representative, on behalf of the Seller, shall be required to pay to the Acquiror, by wire transfer of immediately available funds to the account designated in writing by the Acquiror, an amount equal to such excess together with interest at the rate of 8% per annum, which interest shall begin accruing on the Closing Date and end on the Stockholder date that the payment is made. If the Working Capital as of the Closing Date as finally determined pursuant to this Section 1.7 exceeds the Estimated Working Capital, then the Acquiror shall pay an amount equal to such excess, together with interest at the rate of 8% per annum, which interest shall begin accruing on the Closing Date and end on the date that the payment is made, by wire transfer of immediately available funds to the accounts designated in writing by the Seller Representative. Within 10 days after the calculation of Working Capital as of the Closing Date becomes binding and conclusive on the Parties, the Seller Representative or the Acquiror, as the case may be, shall make the wire transfer payment provided for in this Section 1.7.

Post-Closing Working Capital Adjustment. (aBuyer and Sellers agree that the Purchase Price set forth in Section 2(c) Within ninety (90) days following is based on the Sellers delivery at Closing Dateof the Deliverable Closing Date Working Capital set forth in Section 5. i. On or before January 15, ExamWorks 2016, the Buyer shall prepare and deliver deliver, or cause to the Stockholder Representative the Working Capital Schedule calculated in accordance with Schedule 3.9(a) and its calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon. ExamWorks and the Company agree that in preparing the Working Capital Schedule, ExamWorks will use the accounting methods, policies, principles, practices, procedures, classifications, estimation methodologies or reserves used by the Company as of the Closing. (b) The Stockholder Representative shall have thirty (30) days following receipt of the Working Capital Schedule delivered pursuant to Section 3.9(a) during which to notify ExamWorks of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. During the thirty (30) days immediately following the Stockholder Representative’s receipt of the Working Capital Schedule and any period of dispute with respect thereto thereafter, ExamWorks shall and shall cause the Company to (i) assist the Stockholder Representative in the review of the Working Capital Schedule and provide the Stockholder Representative and its representatives with reasonable access during normal business hours upon reasonable advance notice to ExamWorks to (x) books, records (including work papers, schedules, memoranda and other documents) and supporting data used in preparation of the Working Capital Schedule, and (y) employees of the Company who were directly responsible for, the preparation of the Working Capital Schedule, in each case solely for purposes of their review of the Working Capital Schedule, and (ii) cooperate with the Stockholder Representative and its representatives in connection with such review, including providing on a timely basis all other material information necessary or useful in connection with the review of the Working Capital Schedule as is reasonably requested by the Stockholder Representative or its representatives. ExamWorks and the Stockholder Representative shall cooperate in good faith to resolve any such dispute as promptly as practicable. Upon such resolution, the Final Working Capital Schedule shall be prepared in accordance with the agreement of ExamWorks and the Stockholder Representativedelivered, and the calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding upon the Parties. In the event the Stockholder Representative does not notify ExamWorks of any such dispute within such thirty (30)-day period or notifies ExamWorks within such period that it does not dispute any item contained therein, the Working Capital Schedule delivered pursuant to Section 3.9(a) and ExamWorks’ calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon, shall be final and binding upon the Parties. (c) In the event ExamWorks and the Stockholder Representative are unable to resolve any dispute regarding the Working Capital Schedule delivered pursuant to Section 3.9(a) within thirty (30) days following ExamWorks’ receipt of notice of such dispute, such dispute shall, within five (5) Business Days of the conclusion of such thirty (30)-day period, be submitted to, and all issues having a bearing on such dispute shall be resolved by one of the following accounting firms, as chosen jointly by ExamWorks and the Stockholder Representative; provided, however, that such accounting firm shall not be, at such time, ExamWorks’ outside independent auditor or tax advisor): Ernst & Young, PricewaterhouseCoopers, M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or BDO ▇▇. ▇▇▇▇▇ (the “Accounting Referee”"Seller Representative") a net working capital statement (the "Working Capital Statement"), setting forth the calculation of the net working capital of the Target and Leasing as of 12:01 a.m. Eastern Time on the Closing Date (the "Closing Date Working Capital"). In resolving any such disputeThe Working Capital Statement shall be prepared in accordance and consistent with the current assets and current liabilities entries set forth on Schedule 5 which were used to determine the Deliverable Closing Date Working Capital. ii. Within 30 days following receipt by the Seller Representative of the Working Capital Statement, the Accounting Referee Seller Representative shall consider only those deliver written notice (an "Objection Notice") to the Buyer of any dispute it has with respect to the preparation or content of such statement. An Objection Notice must describe in reasonable detail the items or amounts contained in the Working Capital Schedule as Statement that the Seller Representative disputes and the basis for any such disputes. Any items not disputed in the Objection Notice will be deemed to which have been accepted by the Stockholder Seller Representative. If the Seller Representative has disagreed. The Accounting Referee’s determination of does not deliver an Objection Notice with respect to the Working Capital Schedule and the Working Capital Surplus or Working Capital DeficitStatement within such 30-day period, if anysuch statement will be final, based thereon shall be final conclusive and binding on the Partiesparties. If the Seller Representative delivers a timely Objection Notice, the Buyer and the Seller Representative shall negotiate in good faith to resolve such dispute. If the Buyer and the Seller Representative, notwithstanding such good faith effort, fail to resolve such dispute within 30 days after the Seller Representative delivers an Objection Notice, then the Buyer and the Seller Representative, jointly, shall have their respective accounting firms select a third accounting firm (the "Accounting Firm") to resolve such dispute, unless Buyer and the Seller Representative agree to select such Accounting Firm otherwise in writing. As promptly as practicable thereafter (and, in any event, within 15 days after Accounting Firm's engagement), the Seller Representative shall submit any unresolved elements of its objection to the Accounting Firm in writing (with a copy to the Buyer), supported by any documents and arguments upon which it relies. As promptly as practicable thereafter (and, in any event, within 15 days following the Seller Representative's submission of such unresolved elements), the Buyer shall submit its response to the Accounting Firm (with a copy to the Seller Representative) supported by any documents and arguments upon which it relies. The Parties Buyer and the Seller Representative shall direct request that the Accounting Referee to use commercially reasonable efforts to complete Firm render its work determination within thirty (30) 15 days following its engagementreceipt of the Buyer's response. The fees, costs scope of the disputes to be resolved by the Accounting Firm shall be limited to the unresolved items on the Objection Notice and items directly affected by such unresolved items. The Accounting Firm shall be required to choose one of the parties' positions based solely upon the written presentations by the Buyer and the Seller Representative. The Buyer and the Seller Representative each shall be responsible for one-half of the fees and expenses of the Accounting Referee Firm. All determinations made by the Accounting Firm will be final, conclusive and binding on the parties. iii. For purposes of complying with the terms set forth in this Section 2(h), each party shall cooperate with and make available to the other party and its representatives· all information, records, data and working papers and shall permit access to its facilities and personnel, upon advance notice and during normal business hours, as may be reasonably required in connection with the preparation and analysis of the Working Capital Statement and the resolution of any disputes under the Working Capital Statement, provided that (i) the provision of any information or access pursuant to this Section 2(h) shall be shared equally between ExamWorks subject to appropriate confidentiality undertakings and, if applicable, execution of customary release letters requested by auditors in connection with the sharing of work papers and (ii) nothing in this Section 2.2(h) shall require any party to disclose information that is subject to legal privilege. iv. If Closing Working Capital (as finally determined under this Section 2.2(h)) is less than the Deliverable Closing Date Working Capital set forth in Section 5, then the Purchase Price will be adjusted downward by the amount of such shortfall (the "Shortfall Amount"), and the Stockholder RepresentativeSellers will deliver an amount in cash equal to the Shortfall Amount to the Buyer within five business days from the date on which Closing Working Capital is finally determined, in proportion to which the Sellers ownership percentages set forth on Schedule 2(h) bear to the Shortfall Amount. v. If Closing Working Capital is greater than the Deliverable Closing Date Working Capital, then the Purchase Price will be adjusted upward by the amount of such excess (the "Upward Adjustment Amount") and the Buyer shall pay or cause to be paid to the Sellers by bank wire transfer of immediately available funds to accounts designated in writing by the respective Sellers, an aggregate amount in cash equal to the Upward Adjustment Amount, allocated to the Sellers in proportion to which the Sellers ownership percentages set forth on Schedule 2(h) bear to the Upward Adjustment Amount. The Upward Adjustment Amount shall be delivered to the Sellers within five business days from the date on which Closing Working Capital is finally determined.

Post-Closing Working Capital Adjustment. (ai) Within ninety forty-five (9045) days following after the Closing Date, ExamWorks Seller shall prepare and deliver to Buyers a consolidated balance sheet of the Stockholder Representative Acquired Companies (the “Closing Balance Sheet”) and Seller’s calculation (the “Closing Net Working Capital Schedule calculated in accordance with Schedule 3.9(aStatement”) and its calculation of the Net Working Capital Surplus or Working Capital Deficit, if any, based thereon. ExamWorks and the Company agree that in preparing the Working Capital Schedule, ExamWorks will use the accounting methods, policies, principles, practices, procedures, classifications, estimation methodologies or reserves used by the Company as of the ClosingClosing Date (the “Closing Net Working Capital”). Buyers shall permit Seller and its Representatives access to the personnel, premises, books and records, and other documents and data of the Buyers, Acquired Companies and RSG Companies in connection with the preparation of the Closing Balance Sheet and Closing Net Working Capital Statement. In conjunction with delivering the Closing Balance Sheet and Closing Net Working Capital Statement, Seller also shall deliver or make available to Buyers such work papers, schedules and detail reports used to support or calculate the Closing Balance Sheet and Closing Net Working Capital Statement. Seller shall also permit Buyers and their Representatives access to the accounting records and accountant work papers (if any) used in connection with the preparation of the Closing Balance Sheet and Closing Net Working Capital Statement. (bii) The Stockholder Representative Buyers shall have thirty (30) days following after receipt of the Closing Balance Sheet and Closing Net Working Capital Schedule delivered pursuant Statement (the “Dispute Period”) to Section 3.9(a) during which to notify ExamWorks of any dispute of any item contained therein, which notice shall set forth in reasonable detail examine the basis for such dispute. During the thirty (30) days immediately following the Stockholder Representative’s receipt of the Working Capital Schedule same and any period of dispute with respect work papers and records relating thereto thereafter, ExamWorks shall and shall cause the Company to (i) assist the Stockholder Representative in the review of the Working Capital Schedule and provide the Stockholder Representative and its representatives with reasonable access during normal business hours upon reasonable advance submit a notice to ExamWorks to Seller of its objections (x) books, records (including work papers, schedules, memoranda and other documents) and supporting data used in preparation of the Working Capital Schedule, and (y) employees of the Company who were directly responsible for, the preparation of the Working Capital Schedule, in each case solely for purposes of their review of the Working Capital Schedule, and (ii) cooperate with the Stockholder Representative and its representatives in connection with such review, including providing on a timely basis all other material information necessary or useful in connection with the review of the Working Capital Schedule as is reasonably requested by the Stockholder Representative or its representatives. ExamWorks and the Stockholder Representative shall cooperate in good faith to resolve any such dispute as promptly as practicable. Upon such resolution, the Final Working Capital Schedule shall be prepared in accordance with the agreement of ExamWorks and the Stockholder Representative, and the calculation of the Working Capital Surplus or Working Capital Deficit“Dispute Notice”), if any, based thereon to the Closing Net Working Capital Statement. Such notice shall be final specify each item and binding upon the Parties. In the event the Stockholder Representative does not notify ExamWorks of any such dispute within such thirty amount as to which Buyers disagree (30)-day period or notifies ExamWorks within such period that it does not dispute any item contained thereincollectively, the “Disputed Items”) and the basis of Buyers’ objections. If Buyers have not given a Dispute Notice to Seller within the Dispute Period, or if Seller and Buyers are able to resolve any objections raised by Buyer through negotiations, then the Closing Net Working Capital Schedule delivered Statement, as revised pursuant to Section 3.9(a) and ExamWorks’ calculation of the Working Capital Surplus or Working Capital Deficitsuch negotiations, if any, based thereon, shall be final and binding upon on the Parties. (c) In the event ExamWorks parties. If Seller and the Stockholder Representative Buyer are unable to resolve any dispute regarding the Working Capital Schedule delivered pursuant to Section 3.9(a) Disputed Items within thirty (30) days following ExamWorks’ receipt of notice of such dispute, such dispute shall, within five (5) Business Days after delivery of the conclusion of such thirty (30)-day periodDispute Notice, be submitted tothen the Disputed Items, and all issues having a bearing on such dispute only the Disputed Items, shall be resolved by one of the following accounting firms, as chosen jointly by ExamWorks and the Stockholder Representative; provided, however, that such accounting firm shall not be, at such time, ExamWorks’ outside independent auditor or tax advisor): Ernst & Young, PricewaterhouseCoopers, referred for resolution to ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and if ▇▇▇▇▇ or BDO ▇▇▇▇▇▇▇ LLP is unable or unwilling to accept the engagement, then to another independent certified public accounting firm mutually acceptable to Buyers and Seller (in any such case, the “Accounting RefereeIndependent Accountants”). In resolving The Independent Accountants may not be the regular outside accounting firm of any such dispute, of the Accounting Referee shall consider only those items or amounts in the Working Capital Schedule as to which the Stockholder Representative has disagreedparties hereto. The Accounting Referee’s Independent Accountants shall be instructed to complete their review of Disputed Items and any documentation submitted by the parties with respect thereto and to make a determination within forty-five (45) days after they are engaged, and the decision of the Working Capital Schedule and the Working Capital Surplus or Working Capital Deficit, if any, based thereon Independent Accountants shall be final and binding on the Partiesparties absent manifest error. In resolving any Disputed Items, the Independent Accountants shall not assign a value to any item higher than the highest value for such item claimed by either Seller or Buyers or less than the lowest value for such item claimed by either one. The Parties Independent Accountants shall direct prepare and forward to Buyers and Seller an explanation of their determination with respect to the Accounting Referee to use commercially reasonable efforts to complete its work within thirty (30) days following its engagementDisputed Items identified in the Dispute Notice and a final Closing Balance Sheet and Closing Net Working Capital Statement, including the Closing Net Working Capital. In such an event, the revised Closing Balance Sheet and Closing Net Working Capital Statement and the Closing Net Working Capital determination shall be final and binding on the parties. The feescosts, costs expenses and expenses fees of the Accounting Referee Independent Accountants shall be shared equally between ExamWorks and borne by the Stockholder Representativeparties based upon the degree to which the Independent Accountants accept the parties’ respective positions. (iii) Payments in respect of Closing Net Working Capital shall be made as follows: