Common use of Closing Adjustment Clause in Contracts

Closing Adjustment. (i) At the Closing, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) 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 Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”); and (D) a decrease by the amount of estimated Credit for Referral Payments (“Estimated Credit for Referral Payments”). The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments, which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments (the “Estimated Closing Statement”), and a certificate of the Chief Financial Officer of Seller certifying that the Estimated 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 Estimated Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. The Estimated Closing Statement shall include a reasonably detailed explanation and supporting detail of the calculations thereof.

Closing Adjustment. (ia) At the Closing, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater No later than the top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”); and (D) a decrease by the amount of estimated Credit for Referral Payments (“Estimated Credit for Referral Payments”). The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before prior to the Closingdate hereof, Seller Buyer shall prepare and deliver to Buyer Seller a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments, which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments (the “Estimated Closing Statement”), and ) setting forth a certificate reasonable good faith calculation of an estimate of (i) a balance sheet of the Chief Financial Officer Company as of Seller certifying that the Closing prepared on a basis consistent with the Balance Sheet (the “Estimated Closing Balance Sheet”) and (ii) a calculation of the Net Working Capital based on the Estimated Closing Statement was prepared in accordance Balance Sheet (the “Estimated Net Working Capital”). The Estimated Net Working Capital will be calculated as at the Closing Date, and applied on a basis consistent with GAAP applied using the same accounting methodsaccounting, policies, principles, practices, principles, policies and procedures, with consistent classificationsmethodologies, judgments and valuation and estimation methodologies that were techniques used in the preparation of the Annual Financial Statements for Balance Sheet, and shall include accounts receivable, works in progress, booked but unfulfilled orders, , less accounts payable two payrolls of the most recent fiscal year end Company as if such of the Closing Date, and (iii) a calculation of the Cash of the Company (the “Estimated Closing Cash Balance”). The Parties acknowledge that the Estimated Closing Statement was being prepared shall be used for purposes of calculating the Closing Payment. (b) Within ninety (90) days after the Closing, Buyer shall prepare and audited deliver to Seller Representative a calculation of the Net Working Capital of the Company as of the Closing (the “Closing Net Working Capital”), and a fiscal year endcalculation of the Cash of the Company as of the Closing (the “Final Closing Cash Balance”), collectively, the “Closing Statement”). After delivery of the Closing Statement, Buyer shall permit Seller and its accountants reasonable access to the accounting records, work papers and computations used by ▇▇▇▇▇ in the preparation of the Closing Statement. (c) If Seller dispute any amounts reflected on the Closing Statement as adjusted delivered by ▇▇▇▇▇, Seller shall so notify Buyer in writing (a “Notice of Dispute”) not more than forty-five (45) days after the date Seller receive the Closing Statement, specifying in reasonable detail all points of disagreement and setting forth Seller’s own calculations of the amounts it claims are proper for each such item in the Closing Statement it disagrees with (any such disagreement hereinafter, a “Disagreement”). If Seller fail to deliver a Notice of Dispute within such forty-five (45)-day period, Seller shall be deemed to have accepted the Closing Statement (and all amounts and calculations set forth thereon) and the Closing Statement as originally delivered by Buyer (and all such amounts and calculations) shall be final, binding, and non-appealable by the Parties. If a Notice of Dispute is timely delivered, Seller and ▇▇▇▇▇ shall negotiate in good faith to resolve any Disagreement (as evidenced by a written agreement between them). Only those items and calculations specifically included in the Notice of Dispute as required herein shall be eligible for inclusion in the Disagreement. If the Disagreement is not resolved by ▇▇▇▇▇ and Seller in writing within thirty (30) days after ▇▇▇▇▇ receives the Notice of Dispute, they shall refer the Disagreement to an independent nationally recognized accounting firm that is mutually agreed to by ▇▇▇▇▇ and Seller in writing (the “Accountant”) for resolution of such Disagreement in accordance with the terms of this Agreement. Buyer and Seller shall instruct the Accountant that the determinations of such firm with respect to any Disagreement shall be rendered within fifteen (15) days after the referral of the Disagreement or as soon thereafter as reasonably possible. The scope of the Accountant’s authority to act shall be strictly limited to determining whether the unresolved items that remain in dispute in the Disagreement were prepared in accordance with this Agreement, including the Accounting Principles, and the Accountant shall determine, on such basis, whether and to what extent the Closing Statement requires adjustment. The Accountant’s decision shall be based solely on written submissions and presentations by ▇▇▇▇▇▇ and ▇▇▇▇▇ and their respective representatives and not based on any independent review by the Accountant. The Accountant shall act as an expert, not an arbitrator, and shall have authority only to address and calculate values for only those items that remain in dispute in the Disagreement and may not assign a value greater than the greatest value claimed for such item by either Party or smaller than the smallest value for such item claimed by either Party. The determination of the Accountant pursuant to this Section 1.04(c) shall be final and binding on the Parties. The fees, costs and expenses of the Accountant shall be allocated between the Seller, jointly and severally, on the one hand, and Buyer, on the other hand, in the same proportion that the aggregate amount of the disputed items submitted to the Accountant that is unsuccessfully disputed by each such Party (as finally determined by the Accountant) bears to the total amount of disputed items so submitted; provided, that such fees, costs and expenses shall not include, so long as a Party complies with the procedures of this Section 1.04(c), the other Party’s outside counsel or accounting fees. The Closing Net Working Capital, Closing Cash Balance and Closing Indebtedness Amount, each as set forth on Schedule B. The Estimated the Closing Statement as finally determined in accordance with the terms of this Section 1.04(c), shall include a reasonably detailed explanation be referred to as the “Final Net Working Capital” and supporting detail of the calculations thereof“Final Cash Balance” respectively.

Closing Adjustment. (i) At the Closing, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) 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 Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”); and (D) a decrease by the amount of estimated Credit for Referral Payments (“Estimated Credit for Referral Payments”). The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” (ii) At least three (3) five Business Days before the Closing, the Seller shall prepare and deliver to Buyer the Purchaser a statement setting forth its good faith estimate of the Closing Working Capital TBV (the “Estimated Closing Working CapitalTBV”), Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments, which statement shall contain an estimated balance sheet of the Company and an estimate of the Group Companies’ unpaid Transaction Expenses, and prepare and deliver an estimate of the Company’s Unrestricted Cash (the “Estimated Closing Unrestricted Cash”) as of the Closing Date (without giving effect to the transactions contemplated Transactions herein)) prepared in accordance with the Accounting Principles, and a calculation of Estimated Closing Working Capital, TBV and Estimated Closing Indebtedness, Unrestricted Cash (and copies of the relevant bank statement or other evidence reflecting the balance of the Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments Unrestricted Cash) (the “Estimated Closing StatementStatements”), ) in the form attached hereto as Exhibit “A”. (ii) The Purchaser will have the right to review the financial Books and a certificate of the Chief Financial Officer of Seller certifying that the Estimated 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 Records relevant to the preparation of the Annual Financial Statements for statements setting forth the most recent fiscal year end as if such Estimated Closing Statement was being prepared TBV and audited as the Estimated Closing Unrestricted Cash and the Seller agrees to cause the accounting personnel of the Company and Opco to assist the Purchaser in accessing and reviewing such Books and Records. The Seller will consider in good faith any comments from the Purchaser regarding the statements containing the Estimated Closing TBV and the Estimated Closing Unrestricted Cash. (iii) If the result of the Estimated Closing TBV minus the Target TBV is a fiscal year endpositive number, the Purchase Price shall be increased by such amount on a dollar-for-dollar basis, without duplication. If the result of the Estimated Closing TBV minus the Target TBV is a negative number, the Purchase Price shall be reduced by the TBV Shortfall Factor. (iv) If the result of the Estimated Closing Unrestricted Cash minus the Minimum Unrestricted Cash is a positive number, the Purchase Price shall be increased by such amount on a dollar-for-dollar basis, without duplication. If the result of the Estimated Closing Unrestricted Cash minus the Minimum Unrestricted Cash is a negative number, the Purchase Price shall be reduced by such amount on a dollar-for-dollar basis, without duplication. (v) The Purchase Price as adjusted pursuant to this Section 2.4(a)(iii) and (iv) and calculated in accordance with Exhibit "A1" is referred to as set forth on Schedule B. The the “Estimated Closing Statement shall include a reasonably detailed explanation and supporting detail of the calculations thereofPurchase Price”.

Closing Adjustment. The Closing Share Consideration shall be (i) At increased by the amount that (A) Qualified Inventory (as of the MSA Effective Date) exceeds the Target Qualified Inventory Amount and (B) the Target Assumed Payables Amount exceeds the amount of Assumed Payables (as of the MSA Effective Date) or (ii) decreased by the amount that (A) the Target Qualified Inventory Amount exceeds Qualified Inventory (as of the MSA Effective Date) and (B) Assumed Payables (as of the MSA Effective Date) exceeds the Target Assumed Payables Amount (the net amount of increases and decreases shall be divided by the Vireo Share Price to determine the number of Vireo Shares (rounded up to the nearest whole number), the “Closing Adjustment”). (i) If the Closing Adjustment is a positive number, at the time of final determination of the Closing Adjustment, whether such time is prior to or at the Closing, Parent shall issue and register (as directed by Agent), and deposit with the Purchase Price shall be adjusted Shares Escrow Agent into the Shares Escrow Account, in accordance with the following manner: terms of the Shares Escrow Agreement, an amount of newly issued Vireo Shares equal to the Closing Adjustment (A) either (1) an increase by such amount of deposited Vireo Shares, the amount“Excess Vireo Shares”). For the avoidance of doubt, if the Excess Vireo Shares, if any, issued in advance of or at the Closing remain subject to any restricted holding periods, as required by which the Estimated Closing Working Capital (Exchange and applicable Securities Laws, and as determined set forth in accordance with Section 2.04(a)(iithe Shares Escrow Agreement, such restrictions shall exist until their applicable expiration date(s)) is greater than , but shall not otherwise affect the top release of the range Closing Share Consideration for purposes herein. For the avoidance of doubt, and for all purposes hereunder, the Target Working Capital, or (2) a decrease by the amountExcess Vireo Shares, if any, by which the Estimated Closing Working Capital is less than the bottom shall be deemed part of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”); and (D) a decrease by the amount of estimated Credit for Referral Payments (“Estimated Credit for Referral Payments”). The net amount after giving effect to the adjustments listed above shall be the “Closing Date PaymentShare Consideration.” (ii) At least three (3) Business Days before If the Closing Adjustment is a negative number, at the Closing, Seller Parent shall prepare and deliver be entitled to Buyer a statement setting forth its good faith estimate an amount of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments, which statement shall contain an estimated balance sheet of the Company Group as of Vireo Shares equal to the Closing Date (without giving effect Adjustment, calculated at the Vireo Share Price, to be deducted from the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments (the “Estimated Closing Statement”), and a certificate of the Chief Financial Officer of Seller certifying that the Estimated 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 Estimated Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. The Estimated Closing Statement shall include a reasonably detailed explanation and supporting detail of the calculations thereofShare Consideration.

Closing Adjustment. (i) At the Closing, the Purchase portion of the Base Price payable to the Sellers shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) 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 Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease an increase by the estimated Closing Indebtedness (“amount of Estimated Closing Indebtedness”)Cash on Hand; (C) a decrease (without duplication) by the amount of estimated Closing Transaction Expenses (“outstanding Estimated Closing Transaction Expenses”)Indebtedness; and (D) a decrease (without duplication) by the amount of estimated Credit for Referral Payments unpaid Estimated Closing Transaction Expenses. (“Estimated Credit for Referral Payments”). ii) The net amount after giving effect to the adjustments listed above shall be the “Closing Date Initial Payment.” (iiiii) At least No later than three (3) Business Days before prior to the Closingdate hereof, Seller Sellers’ Representative shall prepare have prepared and deliver delivered to Buyer (A) a statement (the “Closing Statement”) setting forth its Sellers’ Representative’s good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments, which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments Cash on Hand (the “Estimated Closing StatementCash on Hand”), Closing Indebtedness (the “Estimated Closing Indebtedness”) and Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), (B) a certificate of an officer of the Chief Financial Officer of Seller certifying Company that the Estimated Closing Statement was prepared in accordance with GAAP applied using the same accounting methodsAgreed Accounting Principles, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in (C) a statement setting forth for each Seller the preparation portion of the Annual Financial Statements Purchase Price to be received by such Seller and the wire transfer instructions for the most recent fiscal year end as if account or accounts into which payments to such Estimated Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. Seller may be paid. The Estimated Closing Statement shall be accompanied by customary payoff letters, which will include a reasonably detailed explanation and supporting detail customary lien releases, for every item of the calculations thereofEstimated Closing Indebtedness.

Closing Adjustment. (i) At the Closing, the Purchase portion of the Base Price payable to Seller shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) 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 Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease an increase by the estimated Closing Indebtedness (“amount of Estimated Closing Indebtedness”)Cash on Hand; (C) a decrease (without duplication) by the amount of estimated Closing Transaction Expenses (“outstanding Estimated Closing Transaction Expenses”)Indebtedness; and (D) a decrease (without duplication) by the amount of estimated Credit for Referral Payments (“unpaid Estimated Credit for Referral Payments”)Closing Transaction Expenses. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Initial Payment.” (ii) At least three No later than five (35) Business Days before prior to the Closingdate hereof, Seller shall prepare have prepared and deliver delivered to Buyer (A) a statement (the “Closing Statement”) setting forth its Seller’ good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments, which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments Cash on Hand (the “Estimated Closing StatementCash on Hand”), Closing Indebtedness (the “Estimated Closing Indebtedness”), and Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (B) a certificate of the Chief Financial Officer an officer of Seller certifying that the Estimated 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 Estimated Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. Agreed Accounting Principles. The Estimated Closing Statement shall be accompanied by customary payoff letters, which will include a reasonably detailed explanation and supporting detail customary lien releases, for every item of the calculations thereofEstimated Closing Indebtedness.

Closing Adjustment. (ia) At Not less than five Business Days prior to the Closinganticipated Closing Date, the Purchase Price Parent shall be adjusted in the following manner: (A) either (1) provide Purchaser Parent with an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater than the top estimated statement of the range of the Target Working Capital, or (2) a decrease by the amountClosing Cash, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”); and (D) a decrease by the amount of estimated Credit for Referral Payments (“Estimated Credit for Referral Payments”). The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments, which statement shall contain an estimated balance sheet of including reasonable detail supporting the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments thereof (the “Estimated Closing Statement”), and which shall be accompanied by a certificate notice (the “Closing Notice”) signed by an authorized signatory of Parent that sets forth (i) Parent’s good faith determination of the Chief Financial Officer Closing Adjustment and the Purchase Price after giving effect to the Closing Adjustment and (ii) the account or accounts to which Purchaser Parent shall cause the Purchasing Entities or one or more of Seller certifying that Purchaser Parent’s designees to transfer the Estimated 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 Estimated Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. Purchase Price pursuant to Section 2.03. (b) The Estimated Closing Statement shall include a specify an amount (which may be positive or negative) (the “Closing Adjustment”) that shall be equal to (i) the estimated amount of Working Capital, less (ii) the Target Working Capital Amount, plus (iii) the estimated amount of Closing Cash, less (iv) the estimated amount of Closing Indebtedness, less (v) the estimated amount of Closing Transaction Expenses. Parent shall use its commercially reasonable efforts to make its representatives reasonably detailed explanation available to Purchaser Parent and supporting detail its representatives prior to the Closing following delivery of the calculations thereofClosing Notice to discuss its calculation of the Closing Adjustment and shall consider Purchaser Parent’s reasonable comments in good faith. (c) The Estimated Closing Statement shall be prepared in accordance with the accounting principles, classifications, practices, policies, bases, categorizations, management judgments and estimation methodologies set forth on Schedule II hereto (the “Accounting Principles”) and the terms of this Agreement. For illustrative purposes, Annex I to Schedule II sets forth a calculation of the Working Capital as if the Closing had occurred on January 31, 2019 (the “Illustrative Working Capital Statement”). (d) Notwithstanding anything to the contrary in this Agreement, in no event will the acceptance or the use of the Estimated Closing Statement for the purposes of the Closing be deemed to constitute the agreement of Purchaser Parent to any of the estimates or amounts set forth therein, and in no way will the delivery of the Estimated Closing Statement or the consummation of the Closing be construed as a waiver by Purchaser Parent of its rights under Section 2.05.

Closing Adjustment. (ia) At the Closing, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater No later than the top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”); and (D) a decrease by the amount of estimated Credit for Referral Payments (“Estimated Credit for Referral Payments”). The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before prior to the ClosingClosing Date, Seller Sellers shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments, which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments (the “Estimated Closing Statement”), and ) setting forth a certificate reasonable good faith calculation of an estimate of (i) a balance sheet of the Chief Financial Officer Company as of Seller certifying that the Closing prepared on a basis consistent with the preparation of the Balance Sheet (the “Estimated Closing Balance Sheet”) and (ii) a calculation of the Net Working Capital based on the Estimated Closing Statement was prepared in accordance Balance Sheet (the “Estimated Net Working Capital”). The Estimated Net Working Capital will be calculated as at the Closing Date, and applied on a basis consistent with GAAP applied using the same accounting methodsaccounting, policies, principles, practices, principles, policies and procedures, with consistent classificationsmethodologies, judgments and valuation and estimation methodologies that were techniques used in the preparation of the Annual Financial Statements for Balance Sheet, and shall include accounts receivable, works in progress, booked but unfulfilled orders, less accounts payable and two payrolls of the most recent fiscal year end Company, all as if such of the Closing Date, and (iii) a calculation of the Cash of the Company at Closing (the “Estimated Closing Cash Balance”). The Parties acknowledge that the Estimated Closing Statement was being prepared shall be used for purposes of calculating the Closing Payment. (b) Within ninety (90) days after the Closing, Buyer shall prepare and audited deliver to Sellers a calculation of the Net Working Capital of the Company as of the Closing (the “Closing Net Working Capital”), and a fiscal year endcalculation of the Cash of the Company as of the Closing (the “Final Closing Cash Balance”), collectively, the “Closing Statement”). After delivery of the Closing Statement, Buyer shall permit Seller and its accountants reasonable access to the accounting records, work papers and computations used by ▇▇▇▇▇ in the preparation of the Closing Statement. (c) If Sellers dispute any amounts reflected on the Closing Statement as adjusted delivered by ▇▇▇▇▇, Sellers shall so notify Buyer in writing (a “Notice of Dispute”) not more than forty-five (45) days after the date Sellers receive the Closing Statement, specifying in reasonable detail all points of disagreement and setting forth Sellers’ own calculations of the amounts it claims are proper for each such item in the Closing Statement it disagrees with (any such disagreement hereinafter, a “Disagreement”). If Sellers fail to deliver a Notice of Dispute within such forty-five (45)-day period, Sellers shall be deemed to have accepted the Closing Statement (and all amounts and calculations set forth thereon) and the Closing Statement as originally delivered by Buyer (and all such amounts and calculations) shall be final, binding, and non-appealable by the Parties. If a Notice of Dispute is timely delivered, Sellers and Buyer shall negotiate in good faith to resolve any Disagreement (as evidenced by a written agreement between them). Only those items and calculations specifically included in the Notice of Dispute as required herein shall be eligible for inclusion in the Disagreement. If the Disagreement is not resolved by ▇▇▇▇▇ and Sellers in writing within thirty (30) days after ▇▇▇▇▇ receives the Notice of Dispute, they shall refer the Disagreement to an independent nationally recognized accounting firm that is mutually agreed to by ▇▇▇▇▇ and Sellers in writing (the “Accountant”) for resolution of such Disagreement in accordance with the terms of this Agreement. Buyer and Seller shall instruct the Accountant that the determinations of such firm with respect to any Disagreement shall be rendered within fifteen (15) days after the referral of the Disagreement or as soon thereafter as reasonably possible. The scope of the Accountant’s authority to act shall be strictly limited to determining whether the unresolved items that remain in dispute in the Disagreement were prepared in accordance with this Agreement, including the Accounting Principles, and the Accountant shall determine, on such basis, whether and to what extent the Closing Statement requires adjustment. The Accountant’s decision shall be based solely on written submissions and presentations by ▇▇▇▇▇▇▇ and ▇▇▇▇▇ and their respective representatives and not based on any independent review by the Accountant. The Accountant shall act as an expert, not an arbitrator, and shall have authority only to address and calculate values for only those items that remain in dispute in the Disagreement and may not assign a value greater than the greatest value claimed for such item by either Party or smaller than the smallest value for such item claimed by either Party. The determination of the Accountant pursuant to this Section 1.04(c) shall be final and binding on the Parties. The fees, costs and expenses of the Accountant shall be allocated between the Sellers, jointly and severally, on the one hand, and Buyer, on the other hand, in the same proportion that the aggregate amount of the disputed items submitted to the Accountant that is unsuccessfully disputed by each such Party (as finally determined by the Accountant) bears to the total amount of disputed items so submitted; provided, that such fees, costs and expenses shall not include, so long as a Party complies with the procedures of this Section 1.04(c), the other Party’s outside counsel or accounting fees. The Closing Net Working Capital and Closing Cash Balance, each as set forth on Schedule B. The Estimated the Closing Statement as finally determined in accordance with the terms of this Section 1.04(c), shall include a reasonably detailed explanation be referred to as the “Final Net Working Capital” and supporting detail of the calculations thereof“Final Cash Balance” respectively.

Closing Adjustment. (a) No later than five (5) Business Days prior to the Closing Date, the Sellers shall deliver to the Purchaser a certificate executed by the President or Chief Executive Officer of each of the Sellers dated as of the date of delivery, certifying as to a good faith estimate of the following (the “Pre-Closing Adjustment Notice”): (i) At the ClosingClosing Net Working Capital, reflecting the exclusion of the Excluded Assets, Excluded Liabilities, Retained Assets and Retained Liabilities (the “Estimated Closing Net Working Capital”) and the Estimated Closing Net Working Capital Adjustment, (ii) the Closing Indebtedness (the “Estimated Closing Indebtedness”). The Estimated Closing Net Working Capital and Estimated Closing Indebtedness shall be calculated on a consistent basis with the principles set forth in Section 2.7(a) of the Seller Disclosure Schedule (the “Reference Calculation”). The Cash Purchase Price shall to be paid by the Purchaser at the Closing pursuant to Section 2.10(b) will be adjusted in the following manner: as follows: (A) either up for the Estimated Closing Net Working Capital Adjustment Amount (if such amount is positive) or down for the Estimated Closing Net Working Capital Adjustment Amount (if such amount is negative); and (B) down for the absolute value of the Estimated Closing Indebtedness. For the purposes of this Agreement, the “Estimated Closing Net Working Capital Adjustment” means (1) an increase by the amount, if any, by which the Estimated Closing Net Working Capital exceeds the Closing Net Working Capital Target Amount, an amount equal to such excess (as determined in accordance with Section 2.04(a)(iithe “Estimated Closing Net Working Capital Surplus”) provided such Estimated Closing Net Working Capital Surplus shall not exceed $2,000,000 (two million dollars)) is greater than the top of the range of the Target Working Capital, or and (2) a decrease by the amount, if any, by which the Estimated Closing Net Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”); and (D) a decrease by the amount of estimated Credit for Referral Payments (“Estimated Credit for Referral Payments”). The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Net Working Capital (the “Estimated Closing Working Capital”)Target Amount, Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments, which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect amount equal to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments (the “Estimated Closing Statement”), and a certificate of the Chief Financial Officer of Seller certifying that the Estimated 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 Estimated Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. The Estimated Closing Statement shall include a reasonably detailed explanation and supporting detail of the calculations thereofdeficiency.

Closing Adjustment. (i) At Within 90 days after the ClosingEffective Date, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) 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 Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”); and (D) a decrease by the amount of estimated Credit for Referral Payments (“Estimated Credit for Referral Payments”). The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller Acquiror shall prepare and deliver to Buyer the Principals a statement setting forth its good faith estimate the Acquiror’s calculation of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments, which statement shall contain an estimated unaudited balance sheet of the Company Group as of the Closing Effective Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments Capital (the “Estimated Closing Working Capital Statement”), ) and a certificate of the Chief Financial Officer of Seller certifying the Acquiror that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP IFRS 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 Company Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and on an audited basis as of a fiscal financial year end. (ii) The post-closing adjustment shall be an amount equal to the Closing Working Capital minus [REDACTED - COMMERCIALLY SENSITIVE] (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a negative number, as adjusted as set forth on Schedule B. The Estimated Closing Statement the Acquiror shall include a reasonably detailed explanation and supporting detail be entitled to reduce the amount of the calculations thereofConsideration by an amount equal to the Post-Closing Adjustment multiplied by 1.5, which shall be satisfied by the Acquiror not issuing that portion of the Holdback Consideration that is equal to the Post- Closing Adjustment multiplied by 1.5. If the Post-Closing Adjustment is a positive number, all of the Holdback Consideration shall be released to the Company Shareholders in the same manner as the Consideration, and the Consideration shall be increased by an amount equal to the Post-Closing Adjustment, which shall be satisfied by the Acquiror releasing all of the Holdback Consideration and issuing an additional number of Acquiror Shares in an amount equal to the lesser of: (i) the Post- Closing Adjustment; and (ii) $3,000,000. By way of example, and for greater certainty, if the Post-Closing Adjustment is -$100,000, then the Acquiror shall be entitled to reduce the amount of Consideration by - $150,000 worth of Holdback Consideration, or if the Post-Closing Adjustment is $100,000, then the Acquiror shall increase the amount of the Consideration by $100,000 worth of Acquiror Shares. In the event any Holdback Consideration remains after resolution of all Disputed Amounts (as defined below) and any resolution of the Consideration contemplated herein, such remaining Holdback Consideration shall be forthwith issued to the Company Shareholders in the same manner as the Consideration is to be issued pursuant to the Arrangement. (iii) For the purposes of giving effect to the Post-Closing Adjustment, the value of the Holdback Consideration shall be equal to, on a per Acquiror Share basis, a price based on the twenty (20) day volume weighted average trading price of the Acquiror Shares on the TSX as determined on the last trading day immediately preceding the finalization of the Closing Working Capital calculation in accordance with this Section 3.3.

Closing Adjustment. (i) At the Closing, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) 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 Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”); and (D) a decrease by the amount of estimated Credit for Referral Payments (“Estimated Credit for Referral Payments”). The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” (ii) At least three ten (310) Business Days before prior to the ClosingClosing Date, Seller Company shall prepare and deliver to Buyer Acquiror a statement setting forth in reasonable detail its good faith estimate calculation of Closing the estimated Net Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments, which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments (the “Estimated Closing Statement”), . The Chief Executive Officer and a certificate of the Chief Financial Officer of Seller certifying Company shall certify on behalf of Company, and not in any personal capacity, that the Estimated Closing Statement was accurately reflects the calculation of the estimated Net Working Capital, and Company shall deliver the Estimated Closing Statement together with such certification to Acquiror. Company shall, upon request from Acquiror, provide Acquiror with reasonable access to all relevant backup materials, schedules and other records of Company and its Subsidiaries, in detail reasonably acceptable to Acquiror, concurrently with the delivery of such estimates until the Closing. The Estimated Closing Statement, together with the calculations of the estimated Net Working Capital, shall have been prepared in accordance with GAAP 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 2022 Audited Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. The year-end (except that such Estimated Closing Statement will not contain footnotes). At Closing, (i) if the Net Working Capital Target exceeds the Net Working Capital, an amount of cash equal to the Net Working Capital Deficiency (the “Estimated NWC Deficiency Cash”) shall include a reasonably detailed explanation be deducted in calculating the Aggregate Cash Consideration to be received by the Members at the Closing in accordance with each such Members’ Pro Rata Share; provided, that, if the Aggregate Cash Payments is zero, the Members shall promptly, and supporting detail in any event within three (3) Business Days after receiving notice from the Acquiror that the Aggregate Cash Payments is zero, deliver an amount in cash equal to their Pro Rata Shares of Estimated NWC Deficiency Cash to Acquiror; and (ii) if the Net Working Capital exceeds the Net Working Capital Target, the Members shall receive an amount of cash equal to the Net Working Capital Excess (the “Estimated NWC Excess Cash”) to be distributed prior to the Closing Date in accordance with each such Members Pro Rata Share; provided, that, if the combined cash balance of Acquiror and the Company, after taking into account all payments, fees and expenses contemplated herein is less than $10,000,000, then payment of the calculations thereofEstimated NWC Excess Cash shall be deferred and paid by the Company as soon as practicable thereafter, but in any event, within one hundred and eighty (180) calendar days of the Closing (the adjustments set forth in this Section 2.5(a), the “Net Working Capital Adjustment”).

Closing Adjustment. Not less than ten (i10) At Business Days prior to the Closinganticipated Closing Date, Parent shall provide Buyer with a notice (the Purchase Price shall be adjusted in “Closing Notice”) that includes the following mannerfollowing: (Aa) either (1) an increase a “Statement of Estimated Cash and Indebtedness”, prepared by the amount, if any, by which the Estimated Closing Working Capital (as determined Parent in good faith in accordance with Section 2.04(a)(ii)) is greater than the top Transaction Accounting Principles and in the format of the range of the Target Working CapitalReference Indebtedness Statement set forth in Exhibit D, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by setting forth the estimated Closing Cash (“Estimated Closing Cash”) and estimated Closing Date Indebtedness (“Estimated Closing IndebtednessDebt”); (Cb) a decrease “Statement of Estimated Working Capital”, prepared by Parent in good faith in accordance with the Transaction Accounting Principles and in the format of the Reference Working Capital Statement set forth in Exhibit D, setting forth the estimated Closing Date Working Capital (“Estimated Working Capital”); (c) Parent’s determination of the “Closing Adjustment”, which shall be an amount (which, for the avoidance of doubt, may be positive or negative) equal to (i) the amount of Estimated Closing Cash, minus (ii) the amount of Estimated Closing Debt, plus (iii) the amount of Estimated Working Capital Adjustment (which, for the avoidance of doubt, may be positive or negative); (d) taking into account the Closing Adjustment, the estimated Purchase Price at Closing, calculated as follows, (i) if the Closing Transaction Expenses Adjustment is a positive amount, then the Base Payment will be increased by an amount equal to the Closing Adjustment, (ii) if the Closing Adjustment is a negative amount, then the Base Payment will be reduced by the absolute amount of the Closing Adjustment or (iii) if the Closing Adjustment is zero, then the Base Payment will not be adjusted (such amount as calculated pursuant to this clause (d), the “Estimated Closing Transaction ExpensesPurchase Price”); and (De) a decrease by the amount of estimated Credit for Referral Payments (“Estimated Credit for Referral Payments”). The net amount after giving effect account or accounts to which Buyer shall pay the adjustments listed above shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments, which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments (the “Estimated Closing Statement”), and a certificate of the Chief Financial Officer of Seller certifying that the Estimated 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 Estimated Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. The Estimated Closing Statement shall include a reasonably detailed explanation and supporting detail of the calculations thereof.

Closing Adjustment. (ia) At the Closing, the Purchase Price The Company shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater deliver to Parent no later than the top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”); and (D) a decrease by the amount of estimated Credit for Referral Payments (“Estimated Credit for Referral Payments”). The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before prior to the ClosingClosing Date a statement (the “Estimated Statement”) that sets forth the Company’s good faith estimates of (i) the Net Working Capital (“Estimated Net Working Capital Amount”) and, Seller based thereon, the Net Working Capital Adjustment Amount (the “Estimated Net Working Capital Adjustment Amount”), (ii) the Closing Cash (“Estimated Closing Cash”), (iii) the Closing Indebtedness Amount (“Estimated Closing Indebtedness Amount”), (iv) the Closing Company Transaction Expenses (the “Estimated Closing Company Transaction Expenses”) and, based thereon, (v) the Purchase Price (the “Estimated Purchase Price”), together with reasonably detailed supporting calculations demonstrating each component thereof. (b) No later than ninety (90) days after the Closing Date, Parent shall prepare and deliver to Buyer the Securityholders’ Agent a statement setting that sets forth its good faith estimate Parent’s calculation of Closing (i) the Net Working Capital and, based thereon, the Net Working Capital Adjustment Amount, (ii) the Closing Cash, (iii) the Closing Indebtedness Amount, (iv) the Closing Company Transaction Expenses and, based thereon, (v) the Purchase Price, together with reasonably detailed supporting calculations demonstrating each component thereof (the “Estimated Closing Working CapitalDate Statement”), Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments, which statement . (c) The Securityholders’ Agent shall contain an estimated balance sheet of have thirty (30) days (the Company Group as “Review Period”) after delivery of the Closing Date Statement in which to notify Parent in writing (without giving effect to the transactions contemplated herein)such notice, a calculation “Closing Date Dispute Notice”) of Estimated any discrepancy in, or disagreement with, the items reflected on the Closing Working CapitalDate Statement (and specifying the amount in dispute and setting forth in reasonable detail the basis for such discrepancy or disagreement). During the Review Period, Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, the Securityholders’ Agent and Estimated Credit for Referral Payments (the “Estimated Closing Statement”), and a certificate Representatives of the Chief Financial Officer Securityholders’ Agent shall have reasonable access, during normal business hours, to all records and work papers of Seller certifying that the Estimated Closing Statement was prepared in accordance with GAAP applied using Acquired Entities reasonably requested by the same accounting methods, practices, principles, policies Securityholders’ Agent and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in related to the preparation of the Annual Financial Statements Closing Date Statement. If the Securityholders’ Agent does not deliver a Closing Date Dispute Notice to Parent during the Review Period, the Closing Date Statement shall be deemed to be accepted in the form presented to the Securityholders’ Agent for the most recent fiscal year end as if such Estimated purposes of this Section 1.10. If the Securityholders’ Agent delivers a Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. The Estimated Closing Statement shall include a reasonably detailed explanation and supporting detail Date Dispute Notice prior to expiration of the calculations thereofReview Period, Parent and the Securityholders’ Agent shall negotiate in good faith to try and reach an agreement within thirty (30) days after delivery of the Closing Date Dispute Notice (the “Negotiation Period”) as to any items identified in the Closing Date Dispute Notice as being in dispute. To the extent that Parent and the Securityholders’ Agent reach agreement on any such disputed items during the Negotiation Period, then the Final Closing Date Statement (as defined herein) shall incorporate any such agreement. (d) If, during the Negotiation Period, Parent and the Securityholders’ Agent fail to resolve all disputed items identified in the Closing Date Dispute Notice (the “Final Dispute Items”), then all remaining disputed items shall be submitted for final and conclusive determination by the Independent Accounting Firm (it being understood that in making such determination, the Independent Accounting Firm shall function as an expert and not an arbitrator). Each of Parent and the Securityholders’ Agent shall execute and deliver a customary engagement letter as may be reasonably requested by the Independent Accounting Firm. The Independent Accounting Firm’s determination shall be (i) limited solely to the items identified in the written submissions of Parent and the Securityholders’ Agent, (ii) based solely on the written submissions of Parent and the Securityholders’ Agent and the supporting documents submitted therewith, and not by independent review, and (iii) made in accordance with the Specified Accounting Principles. In resolving any disputed item, the Independent Accounting Firm may not assign a value greater than the greatest value for such item claimed by Parent or the Securityholders’ Agent, or less than the smallest value for such item claimed by Parent or the Securityholders’ Agent. As promptly as possible (but in no event later than thirty (30) days after acceptance of its appointment), the Independent Accounting Firm shall render a written report setting forth its determination as to the disputed items. The

Closing Adjustment. (a) Not less than five (5) Business Days prior to the anticipated Closing Date, Parent shall provide Purchaser with an estimated statement of Working Capital and Net Indebtedness as of the opening of business on the Closing Date (the “Statement of Estimated Closing Working Capital and Indebtedness”), which shall be accompanied by a notice (the “Closing Notice”) signed by an authorized officer of Parent that sets forth (i) At Parent’s good faith determination of the ClosingClosing Adjustment and the Purchase Price after giving effect to the Closing Adjustment and (ii) the account or accounts to which Purchaser shall transfer the Purchase Price pursuant to Section 2.03. (b) The Closing Notice shall specify an amount (which may be positive or negative) (the “Closing Adjustment”) that shall be equal to (i) the amount of Working Capital set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness, less (ii) the Target Working Capital Amount, less (iii) the amount of Net Indebtedness set forth in the Statement of Estimated Closing Working Capital and Indebtedness. Parent shall make its representatives reasonably available to Purchaser prior to the Closing and following delivery of the Closing Notice to discuss its calculation of the Closing Adjustment and shall consider Purchaser’s reasonable comments in good faith. If the Closing Adjustment is a positive amount, then the Purchase Price shall be adjusted in equal to the following manner:Pre-Adjustment Cash Amount increased by the amount of the Closing Adjustment. If the Closing Adjustment is a negative amount, then the Purchase Price shall be equal to the Pre-Adjustment Cash Amount decreased by the absolute value of the Closing Adjustment. (Ac) either (1) an increase by the amount, if any, by which the The Statement of Estimated Closing Working Capital (as determined and Indebtedness shall be prepared in accordance with Section 2.04(a)(iithe Accounting Principles attached as Schedule II-A hereto (the “Accounting Principles”)) is greater than , and in the top case of the range calculation of Working Capital set forth therein, in accordance with the Target definition of “Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”); and (D) a decrease by the amount of estimated Credit for Referral Payments (“Estimated Credit for Referral Payments”). The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” (iid) At least three (3) Business Days before For illustrative purposes, Annex I of Schedule II sets forth a calculation of the Closing, Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital as if the Closing had occurred on March 31, 2015 (the “Estimated Closing Illustrative Working Capital”), Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments, which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments (the “Estimated Closing Capital Statement”), and a certificate of the Chief Financial Officer of Seller certifying that the Estimated 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 Estimated Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. The Estimated Closing Statement shall include a reasonably detailed explanation and supporting detail of the calculations thereof.

Closing Adjustment. (i) At Not more than forty-five (45) days after the Closing, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) 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 Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”); and (D) a decrease by the amount of estimated Credit for Referral Payments (“Estimated Credit for Referral Payments”). The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller Sellers shall prepare and deliver to Buyer an audited balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein) (the “Closing Date Balance Sheet”). Buyer agrees to make available to Sellers, upon reasonable request of Sellers post-closing, any books, records, and systems of the Company as reasonably necessary for Sellers to prepare such Closing Date Balance Sheet. (ii) Within thirty (30) days of Buyer’s receipt of the Closing Date Balance Sheet from Sellers, Buyer shall prepare and deliver to Seller a statement setting forth its good faith estimate calculation of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments, which statement shall contain an estimated audited balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments Capital (the “Estimated "Closing Working Capital Statement”), ") and a certificate of the Chief Financial Officer of Seller certifying Buyer that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using and this Agreement. (iii) The "Closing Adjustment" shall be an amount that is equal to (a) the same accounting methodsamount by which Closing Working Capital exceeds the Target Working Capital Range, practicesas of the audited Closing Balance Sheet; or (b) the amount by which Closing Working Capital falls below the Target Working Capital Range, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used as of the audited Closing Balance Sheet; or (c) in the preparation event Closing Working Capital is within the Target Working Capital Range, $0. In the case of subsection (a) above, the Purchase Price shall be increased by the amount of the Annual Financial Statements for Closing Adjustment, on a dollar-for-dollar basis, and Buyer shall pay to Sellers an amount equal to the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as Adjustment. In the case of a fiscal year endsubsection (b) above, as adjusted as set forth on Schedule B. The Estimated Closing Statement the Purchase Price shall include a reasonably detailed explanation and supporting detail be reduced by the amount of the calculations thereofClosing Adjustment, on a dollar-for-dollar basis, and Sellers shall pay to Buyer an amount equal to the Closing Adjustment.

Closing Adjustment. (i) At the Closing, the Purchase Price shall be adjusted in the following manner: manner (in each case as determined in accordance with Section 2.04(a)(ii) below): (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater than the top of the range of the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of Target Net Working Capital; (B) either (1) an increase by the range of amount, if any, by which the Estimated Closing PP&E Amount is greater than the Target Working Capital; PP&E Amount, or (B2) a decrease by the estimated amount, if any, by which the Estimated Closing PP&E Amount is less than the Target PP&E Amount; (C) an increase by the outstanding amount of Estimated Closing Cash of the Heartland Companies as of the Calculation Time; (D) a decrease by the outstanding Estimated Closing Indebtedness of the Heartland Companies as of the Calculation Time; and (“Estimated Closing Indebtedness”); (CE) a decrease by the amount of estimated unpaid Estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”); and (D) a decrease by of the amount Heartland Companies as of estimated Credit for Referral Payments (“Estimated Credit for Referral Payments”)the Calculation Time. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” . (ii) At least three One (31) Business Days before Day prior to the Closing, Seller Representative shall prepare and deliver to Buyer a statement setting forth with its good faith estimate of (i) Closing Working Capital (the “Estimated Closing Working Capital”), (ii) Closing PP&E Amount (the “Estimated Closing PP&E Amount”), (iii) Closing Cash (“Estimated Closing Cash”), (iv) Closing Indebtedness (including an itemized list of each such item of Closing Indebtedness and the person to whom such item of Closing Indebtedness is owed) (“Estimated Closing Indebtedness, ”) and (v) Closing Transaction Expenses (including an itemized list of each such unpaid Transaction Expense and the person to whom such expense is owed) (“Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments”), which statement shall contain an estimated balance sheet of the Company Group Heartland Companies as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments (the “Estimated Closing Statement”), and a certificate of the Chief Financial Officer of Seller certifying that the Estimated 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 Estimated Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. The Estimated Closing Statement shall include a reasonably detailed explanation and supporting detail of the calculations thereof.transactions

Closing Adjustment. (a) Not less than five (5) Business Days prior to the anticipated Closing Date, Parent shall provide Purchaser with a written statement setting forth Parent’s good faith estimate of (i) At Working Capital of the ClosingTransferred Companies and their respective Subsidiaries as of the close of business on the Closing Date, (ii) Indebtedness of the Transferred Companies as of the close of business on the Closing Date, and (iii) Cash (including the amounts of Operating Cash and Trapped Cash) of the Transferred Companies and their respective Subsidiaries as of the close of business on the Closing Date (the “Statement of Estimated Closing Working Capital and Net Indebtedness”), which shall be accompanied by a notice (the “Closing Notice”) that sets forth (x) Parent’s determination of the Closing Adjustment and the Purchase Price after giving effect to the Closing Adjustment and (y) the account or accounts to which Purchaser shall transfer funds pursuant to Section 2.3. (b) The Closing Notice shall specify an amount (the “Closing Adjustment”) that shall be equal to (w) the amount of Working Capital of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness less (x) the Target Working Capital Amount less (y) the amount of Indebtedness of the Transferred Companies set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness plus (z) the amount of (A) Operating Cash, and (B) Excess Cash other than Trapped Cash, of the Transferred Companies and their respective Subsidiaries set forth in the Statement of Estimated Closing Working Capital and Net Indebtedness. If the Closing Adjustment is a positive amount, then the Purchase Price shall be adjusted in equal to (i) the following manner: (A) either (1) an increase Pre-Adjustment Amount increased by the amountabsolute value of the Closing Adjustment, (ii) less, if anythe Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, the amount by which the Purchase Price is decreased pursuant to Section 2.10, and (iii) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. If the Closing Adjustment is a negative amount, then the Purchase Price shall be equal to (I) the Pre-Adjustment Amount decreased by the absolute value of the Closing Adjustment, (II) less, if the Acceptance Notice is not delivered by Parent to Purchaser prior to the Closing Date, the amount by which the Purchase Price is decreased pursuant to Section 2.10, and (III) less the amount (if any) by which the Purchase Price is decreased pursuant to Section 5.21 of the Seller Disclosure Schedule. (c) The Statement of Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) 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 Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing and Net Indebtedness (“Estimated Closing Indebtedness”); (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”); and (D) a decrease by the amount of estimated Credit for Referral Payments (“Estimated Credit for Referral Payments”). The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments, which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing Transaction Expenses, and Estimated Credit for Referral Payments (the “Estimated Closing Statement”), and a certificate of the Chief Financial Officer of Seller certifying that the Estimated Closing Statement was prepared in accordance with GAAP the Working Capital Principles attached as Schedule III hereto (the “Working Capital Principles”), applied using the same accounting methods, practices, principles, policies and procedures, consistently with consistent classifications, judgments and valuation and estimation methodologies that were used their application in connection with the preparation of the Annual most-recent Audited Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. The Estimated Closing Statement shall include a reasonably detailed explanation and supporting detail of the calculations thereofStatements.

Closing Adjustment. (i) At the Closing, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater No later than the top of the range of the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the bottom of the range of the Target Working Capital; (B) a decrease by the estimated Closing Indebtedness (“Estimated Closing Indebtedness”); (C) a decrease by the amount of estimated Closing Transaction Expenses (“Estimated Closing Transaction Expenses”); and (D) a decrease by the amount of estimated Credit for Referral Payments (“Estimated Credit for Referral Payments”). The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, Seller the Companies shall prepare prepare, and the Sellers’ Representative shall deliver to Buyer Buyer, (a) a statement (the “Estimated Statement”) setting forth its their good faith estimate of Closing the CPS Working Capital (the “Estimated Closing CPS Working Capital”), the MPI Working Capital (the “Estimated Closing MPI Working Capital”), the CPS Cash (the “Estimated CPS Cash”), the MPI Cash (the “Estimated MPI Cash”), the CPS Indebtedness (the “Estimated CPS Indebtedness”), MPI Indebtedness (the “Estimated Closing MPI Indebtedness”), the CPS Transaction Expenses (the “Estimated CPS Transaction Expenses, and Estimated Credit for Referral Payments, which statement shall contain an estimated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein”), a calculation of the MPI Transaction Expenses (the “Estimated Closing Working Capital, Estimated Closing Indebtedness, Estimated Closing MPI Transaction Expenses”), and Estimated Credit for Referral the CPS Change of Control Payments (the “Estimated Closing StatementCPS Change of Control Payments”), and a certificate the MPI Change of Control Payments (the “Estimated MPI Change of Control Payments”), in each case as of the Chief Financial Officer of Seller certifying that the Estimated Closing Statement was Date, which statement shall be prepared in accordance with GAAP applied using and the same accounting methodsAccounting Principles and (b) the payee and the amount of all Transaction Expenses and all Change of Control Payments. Prior to the Closing, practicesthe Sellers’ Representative shall (i) provide to Buyer any books, principles, policies records and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were other documents pertaining to or used in connection with the preparation of the Annual Financial Statements for Estimated Statement and requested by Buyer, and (ii) consider any reasonable comments of Buyer with respect to the most recent fiscal year end as if such Estimated Statement. The CPS Closing Statement was being prepared and audited as of a fiscal year end, as adjusted as set forth on Schedule B. Date Cash Amount shall be (x) increased dollar-for-dollar by the amount the Estimated CPS Working Capital exceeds $325,000 or (y) decreased dollar-for-dollar by the amount the Estimated CPS Working Capital is less than $325,000. The MPI Closing Date Cash Amount shall be (x) increased dollar-for-dollar by the amount the Estimated Closing Statement shall include a reasonably detailed explanation and supporting detail of MPI Working Capital exceeds $250,000 or (y) decreased dollar-for-dollar by the calculations thereofamount the Estimated MPI Working Capital is less than $250,000.