Common use of Consideration Adjustment Clause in Contracts

Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, Parent shall prepare and deliver to the Seller Agent a statement setting forth in reasonable detail Parent’s good faith calculation of the Working Capital Adjustment and the amount, if any, by which the long-term deferred revenue is greater than the Excluded Long-Term Deferred Revenue, including in support of the calculation of the Working Capital Adjustment and the long-term deferred revenue amount, the balance sheet of the Company as of immediately prior to the Closing prepared in accordance with GAAP in accordance with the Company’s historical practices and methodologies, and for the Working Capital Adjustment in a manner consistent with the Working Capital Adjustment Illustration (the “Final Working Capital Adjustment”), the aggregate amount of Closing Cash (the “Final Closing Cash”), the amount of Closing Indebtedness (if any) (the “Final Closing Indebtedness”) and the amount of unpaid Transaction Expenses (the “Final Unpaid Transaction Expenses”), in each case as of the Closing (the “Adjustment Statement”). If Parent fails to deliver the Adjustment Statement to the Seller Agent within ninety (90) days after the Closing Date, the Closing Financial Certificate shall be deemed to be the Adjustment Statement (without modification) and the Estimated Working Capital Adjustment, the amount, if any, by which the Estimated Long-Term Deferred Revenue is greater than the Excluded Long-Term Deferred Revenue, Estimated Closing Cash, Estimated Closing Indebtedness and Estimated Unpaid Transaction Expenses shall be final, binding and conclusive for all purposes hereunder. (b) During the thirty (30)-day period following the Seller Agent’s receipt of the Adjustment Statement, upon reasonable notice to Parent, Parent shall permit the Seller Agent and its Representatives to have reasonable access to the books, records and other documents of the Company used to prepare the Adjustment Statement and shall provide the Seller Agent with copies thereof (subject to compliance with the accountants’ customary procedures for release of work papers and subject to any limitations that are required to preserve any applicable attorney-client privilege). The Adjustment Statement shall become final and binding upon the parties hereto on the thirtieth (30th) day following delivery thereof, unless the Seller Agent gives written notice of its good faith disagreement with the Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall specify in reasonable detail the specific items and matters in dispute (the “Disputed Matters”), including (to the extent determinable by the Seller Agent) what the Seller Agent believes to be the correct amounts with respect to any Disputed Matters. If a Notice of Disagreement is received by Parent in a timely manner, then the Adjustment Statement (as revised in accordance with this paragraph) shall become final and binding upon the Seller Agent and Parent on the earlier of (i) the date the Seller Agent and Parent resolve in writing the Disputed Matters or (ii) the date any Disputed Matters are finally resolved in writing by an independent international accounting firm mutually agreed upon by the Seller Agent and Parent (the “Accounting Firm”) in accordance with this Section 1.18(b). During the twenty (20)-day -12- period following the delivery of a Notice of Disagreement (the “Resolution Period”), the Seller Agent and Parent shall seek in good faith to resolve in writing the Disputed Matters. Within ten (10) days following the expiration of the Resolution Period, the Seller Agent and Parent shall submit in writing to the Accounting Firm for review any remaining Disputed Matters. The Seller Agent and Parent shall jointly request that the Accounting Firm render its reasoned, written decision with respect to such remaining Disputed Matters within the thirty (30)-day period following submission of such Disputed Matters to the Accounting Firm. The Accounting Firm will consider only those items and amounts set forth in the Adjustment Statement and in the Notice of Disagreement which Parent and the Seller Agent are unable to resolve during the Resolution Period; provided, that each of Parent and the Seller Agent shall be entitled to make a presentation to the Accounting Firm regarding the items and amounts that they are unable to resolve. The Accounting Firm will make its determination as an expert and not an arbitrator, based solely on such presentations and not on the basis of an independent review. In making its determination, the Accounting Firm shall (i) be bound by the terms and conditions of this Agreement, including the definitions of Working Capital Adjustment, Excluded Long-Term Deferred Revenue, Closing Date Indebtedness, Transaction Expenses, and the terms of this Section 1.18(b), and (ii) not assign any value with respect to a disputed amount that is greater than the highest value for such amount claimed by either the Seller Agent or Parent or that is less than the lowest value for such amount claimed by either the Seller Agent or Parent. Absent fraud or manifest error, the determination of the Accounting Firm will be conclusive and binding upon the Indemnifying Parties, the Seller Agent and Parent. The costs and fees related to such determination by the Accounting Firm, including the costs relating to any negotiations with the Accounting Firm with respect to the terms and conditions of such Accounting Firm’s engagement, will be paid by the Seller Agent (on behalf of the Indemnifying Parties) and Parent on an inversely proportional basis, based upon the relative portions of the Disputed Matters that have been submitted to the Accounting Firm for resolution that ultimately are awarded in favor of the Indemnifying Parties and Parent, as the case may be, (e.g., if $100,000 is in dispute, and of that amount the Accounting Firm awards $75,000 in favor of Parent and $25,000 in favor of the Indemnifying Parties, then Parent will be responsible for 25%, and the Indemnifying Parties for 75%, of the costs and fees of the Accounting Firm). (c) If (i) (A) the Final Working Capital Adjustment plus the Final Closing Cash minus the Final Closing Indebtedness minus the Final Unpaid Transaction Expenses minus the amount, if any, by which the long-term deferred revenue is greater than the Excluded Long-Term Deferred Revenue (in each case, as finally determined pursuant to Section 1.18(b) above) is greater than the aggregate amount of (B) the Estimated Working Capital Adjustment plus the Estimated Closing Cash minus the Estimated Closing Indebtedness minus the Estimated Unpaid Transaction Expenses minus the amount, if any, by which the Estimated Long-Term Deferred Revenue is greater than the Excluded Long-Term Deferred Revenue (in each case, as set forth in the Closing Financial Certificate) (such amount, the “Underpayment Amount”), and (ii) the Underpayment Amount is equal to or greater than $500,000, then Parent shall disburse or cause to be disbursed to each Indemnifying Party such Indemnifying Party’s Pro Rata Share of the Adjustment Holdback Amount, and Parent shall promptly (but in any event within five (5) Business Days after such final determination) pay or cause to be paid to each Indemnifying Party such Indemnifying Party’s Pro Rata Share of the Underpayment Amount. (d) If (i) (A) the Final Working Capital Adjustment plus the Final Closing Cash minus the Final Closing Indebtedness minus the Final Unpaid Transaction Expenses minus the amount, if any, by which the final long-term deferred revenue is greater than the Excluded Long-Term Deferred Revenue (in each case, as finally determined pursuant to

Consideration Adjustment. (a) Within ninety (90) days after At least two Business Days prior to the Closing Date, Parent Sellers shall prepare and deliver to Buyer a statement consisting of Sellers’ good faith estimate of (a) the Seller Agent aggregate Inventory Value and ▇▇▇▇▇ Cash for the Acquired Stores and (b) the amount of the Assumed Consumer Liabilities and a calculation of estimated Credit Bid Consideration based thereon and Section 7.10 (the “Estimated Credit Bid Consideration”), together with reasonable evidence supporting such good faith estimate. (b) Within sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Sellers a statement setting forth (a) the aggregate Inventory Value and ▇▇▇▇▇ Cash for the Acquired Stores and (b) the amount of the Assumed Consumer Liabilities and a calculation of Credit Bid Consideration based thereon, together with reasonable evidence supporting such statement. Such statement shall become final, binding and conclusive upon Sellers and Buyer on the 30th day following Sellers’ receipt of such statement, unless prior to such 30th day Sellers deliver to Buyer a written notice disputing the aggregate Inventory Value or ▇▇▇▇▇ Cash for the Acquired Stores or the amount of the Assumed Consumer Liabilities in reasonable detail Parent’s such statement and setting forth the amount that Sellers believe represent (a) the aggregate Inventory Value and ▇▇▇▇▇ Cash for the Acquired Stores and (b) the amount of the Assumed Consumer Liabilities and a calculation of Credit Bid Consideration based thereon. If Sellers deliver such a dispute notice, then Buyer and Sellers shall seek in good faith to agree upon the amount of (a) the aggregate Inventory Value and ▇▇▇▇▇ Cash for the Acquired Stores and (b) the amount of the Assumed Consumer Liabilities and a calculation of Credit Bid Consideration based thereon during the Working Capital Adjustment ten-day period beginning on the date Buyer receives such dispute notice. If such an agreement cannot be reached during such ten-day period, then, within ten days thereafter, Buyer, on the one hand, and Sellers, on the amountother hand, shall jointly engage and submit the unresolved dispute to a nationally recognized independent registered public accounting firm appointed by mutual agreement of Buyer and Sellers, or, if anythey are unable to agree, selected by which the long-term deferred revenue is greater than Bankruptcy Court. Buyer and Sellers shall use their reasonable best efforts to cause such firm to issue its written determination regarding (a) the Excluded Long-Term Deferred Revenue, including in support aggregate Inventory Value and ▇▇▇▇▇ Cash for the Acquired Stores and (b) the amount of the Assumed Consumer Liabilities and a calculation of the Working Capital Adjustment Credit Bid Consideration based thereon within fifteen days after such dispute is submitted and the long-term deferred revenue amount, the balance sheet of the Company as of immediately prior to the Closing prepared in accordance with GAAP in accordance with the Company’s historical practices and methodologies, and for the Working Capital Adjustment such firm shall make a determination in a manner consistent with the Working Capital Adjustment Illustration definitions of Inventory Value, ▇▇▇▇▇ Cash, Assumed Consumer Liabilities and Credit Bid Consideration and in no event shall the determination of such amount be outside the range of Buyer’s and Sellers’ disagreement. Each Party shall use its reasonable best efforts to furnish to such firm such work papers and other documents and information pertaining to (the “Final Working Capital Adjustment”), a) the aggregate amount of Closing Inventory Value and ▇▇▇▇▇ Cash for the Acquired Stores and (the “Final Closing Cash”), b) the amount of Closing Indebtedness (if any) (the “Final Closing Indebtedness”) and the amount Assumed Consumer Liabilities as such firm may reasonably request. The determination of unpaid Transaction Expenses (the “Final Unpaid Transaction Expenses”), in each case as of the Closing (the “Adjustment Statement”). If Parent fails to deliver the Adjustment Statement to the Seller Agent within ninety (90) days after the Closing Date, the Closing Financial Certificate shall be deemed to be the Adjustment Statement (without modification) and the Estimated Working Capital Adjustment, the amount, if any, by which the Estimated Long-Term Deferred Revenue is greater than the Excluded Long-Term Deferred Revenue, Estimated Closing Cash, Estimated Closing Indebtedness and Estimated Unpaid Transaction Expenses such firm shall be final, binding and conclusive for all purposes hereunder. (b) During the thirty (30)-day period following the Seller Agent’s receipt of the Adjustment Statement, upon reasonable notice to Parent, Parent shall permit the Seller Agent Buyer and its Representatives to have reasonable access to the books, records and other documents of the Company used to prepare the Adjustment Statement and shall provide the Seller Agent with copies thereof (subject to compliance with the accountants’ customary procedures for release of work papers and subject to any limitations that are required to preserve any applicable attorney-client privilege)Sellers absent manifest error. The Adjustment Statement fees, expenses and costs of such firm shall become final and binding upon the parties hereto be borne equally by Buyer, on the thirtieth (30th) day following delivery thereofone hand, unless and Sellers, on the Seller Agent gives written notice of its good faith disagreement with the Adjustment Statement (a “Notice of Disagreement”) other hand. The Credit Bid Consideration as finally determined hereunder and pursuant to Parent prior Section 7.10 shall be referred to such date. Any Notice of Disagreement shall specify in reasonable detail the specific items and matters in dispute (as the “Disputed MattersFinal Credit Bid Consideration”), including (to the extent determinable by the Seller Agent) what the Seller Agent believes to be the correct amounts with respect to any Disputed Matters. If a Notice of Disagreement is received by Parent in a timely manner, then the Adjustment Statement (as revised in accordance with this paragraph) shall become final and binding upon the Seller Agent and Parent on the earlier of (i) the date the Seller Agent and Parent resolve in writing the Disputed Matters or (ii) the date any Disputed Matters are finally resolved in writing by an independent international accounting firm mutually agreed upon by the Seller Agent and Parent (the “Accounting Firm”) in accordance with this Section 1.18(b). During the twenty (20)-day -12- period following the delivery of a Notice of Disagreement (the “Resolution Period”), the Seller Agent and Parent shall seek in good faith to resolve in writing the Disputed Matters. Within ten (10) days following the expiration of the Resolution Period, the Seller Agent and Parent shall submit in writing to the Accounting Firm for review any remaining Disputed Matters. The Seller Agent and Parent shall jointly request that the Accounting Firm render its reasoned, written decision with respect to such remaining Disputed Matters within the thirty (30)-day period following submission of such Disputed Matters to the Accounting Firm. The Accounting Firm will consider only those items and amounts set forth in the Adjustment Statement and in the Notice of Disagreement which Parent and the Seller Agent are unable to resolve during the Resolution Period; provided, that each of Parent and the Seller Agent shall be entitled to make a presentation to the Accounting Firm regarding the items and amounts that they are unable to resolve. The Accounting Firm will make its determination as an expert and not an arbitrator, based solely on such presentations and not on the basis of an independent review. In making its determination, the Accounting Firm shall (i) be bound by the terms and conditions of this Agreement, including the definitions of Working Capital Adjustment, Excluded Long-Term Deferred Revenue, Closing Date Indebtedness, Transaction Expenses, and the terms of this Section 1.18(b), and (ii) not assign any value with respect to a disputed amount that is greater than the highest value for such amount claimed by either the Seller Agent or Parent or that is less than the lowest value for such amount claimed by either the Seller Agent or Parent. Absent fraud or manifest error, the determination of the Accounting Firm will be conclusive and binding upon the Indemnifying Parties, the Seller Agent and Parent. The costs and fees related to such determination by the Accounting Firm, including the costs relating to any negotiations with the Accounting Firm with respect to the terms and conditions of such Accounting Firm’s engagement, will be paid by the Seller Agent (on behalf of the Indemnifying Parties) and Parent on an inversely proportional basis, based upon the relative portions of the Disputed Matters that have been submitted to the Accounting Firm for resolution that ultimately are awarded in favor of the Indemnifying Parties and Parent, as the case may be, (e.g., if $100,000 is in dispute, and of that amount the Accounting Firm awards $75,000 in favor of Parent and $25,000 in favor of the Indemnifying Parties, then Parent will be responsible for 25%, and the Indemnifying Parties for 75%, of the costs and fees of the Accounting Firm). (c) If (i) (A) Within two Business Days after the Final Working Capital Adjustment plus the Final Closing Cash minus the Final Closing Indebtedness minus the Final Unpaid Transaction Expenses minus the amount, if any, by which the long-term deferred revenue Credit Bid Consideration is greater than the Excluded Long-Term Deferred Revenue (in each case, as finally determined pursuant to Section 1.18(b3.3(b) aboveand Section 7.10: (i) is greater than if the aggregate Final Credit Bid Consideration exceeds the Estimated Credit Bid Consideration, then the entire amount of the Escrow Account will be released to Sellers as provided below and the Buyer shall credit an amount equal to such excess against the amount of debt under the Credit Facilities held by Buyer as of such time, provided that if the amount of debt under the Credit Facilities held by Buyer as of such time is insufficient to cover such excess, then such shortfall amount shall instead be payable by Buyer in cash by wire transfer of immediately available funds to the account or accounts specified by the Sellers; (Bii) if the Estimated Working Capital Adjustment plus Credit Bid Consideration exceeds the Estimated Closing Cash minus the Estimated Closing Indebtedness minus the Estimated Unpaid Transaction Expenses minus the amount, if any, by which the Estimated Long-Term Deferred Revenue is greater than the Excluded Long-Term Deferred Revenue Final Credit Bid Consideration (in each case, as set forth in the Closing Financial Certificate) (such amount, the “Underpayment Adjustment Amount”), and then (A) if the amount of Cash Consideration paid at Closing was increased pursuant to clause (ii) of the Underpayment Amount is definition of Cash Consideration, an amount equal to or greater the Adjustment Amount will be released from the Escrow Account to Buyer as provided below and, to the extent the amount in the Escrow Account prior to such release is less than $500,000the Adjustment Amount, then Parent Sellers shall disburse or cause pay to Buyer an amount equal to the amount by which the Adjustment Amount exceeds the amount in the Escrow Account prior to such release, in cash by wire transfer of immediately available funds, with any amount remaining in the Escrow Account to be disbursed concurrently released to each Indemnifying Party Sellers as provided below (provided that if the Adjustment Amount exceeds the amount by which Cash Consideration paid at Closing was increased pursuant to clause (ii) of the definition of Cash Consideration, then, in lieu of a portion of the required cash payment equal to such Indemnifying Party’s Pro Rata Share excess amount, the amount of debt under the Credit Facilities held by Buyer that was reduced pursuant to clause (ii) of Section 3.2 at the Closing shall be reinstated to the extent of such excess amount with all of the rights and priorities accorded such obligations under the Credit Facilities and the orders of the Bankruptcy Court approving such Facility, with any such amount remaining in the Escrow Account to be concurrently released to Sellers as provided below) and (B) if the amount of Cash Consideration paid at Closing was not increased pursuant to clause (ii) of the definition of Cash Consideration, the amount of debt under the Credit Facilities held by Buyer that was reduced pursuant to clause (ii) of Section 3.2 at the Closing shall be reinstated to the extent of the Adjustment Holdback AmountAmount with all of the rights and priorities accorded such obligations under the Credit Facilities and the orders of the Bankruptcy Court approving such Facility, and Parent shall promptly (but with the amount in any event within five (5) Business Days after such final determination) pay or cause the Escrow Account to be paid concurrently released to each Indemnifying Sellers as provided below; and (iii) the Parties will provide joint written instructions to the Escrow Agent in accordance with the Escrow Agreement to cause the Escrow Agent to release all funds from the Escrow Account to the Party or Parties entitled to receive such Indemnifying Party’s Pro Rata Share of the Underpayment Amountamounts as determined pursuant to this Section 3.3(c). (d) If (i) (A) Each Party shall use its reasonable best efforts to provide promptly to the other Parties all information and reasonable access to employees as such other Parties shall reasonably request in connection with review of the calculation of the Estimated Credit Bid Consideration and Final Working Capital Adjustment plus Credit Bid Consideration, including all work papers of the Final Closing Cash minus the Final Closing Indebtedness minus the Final Unpaid Transaction Expenses minus the amountaccountants who audited, if any, by which the final long-term deferred revenue is greater than the Excluded Long-Term Deferred Revenue (in each case, as finally determined pursuant tocompiled or reviewed such determinations.

Consideration Adjustment. (ai) Within ninety (90) days after If the Net Working Capital, the Company Transaction Expenses, the Closing DateCash Amount, Parent the Closing Debt Amount or the Company Income Tax Liability (as finally determined pursuant to this Section 2.15(e)(i) and as set forth in the Final Closing Statement) differs from the estimated amounts thereof set forth in the Estimated Closing Statement, the Aggregate Consideration shall prepare be recalculated using such final figures in lieu of such estimated figures, and, within five (5) Business Days of such final determination, (A) Buyer and deliver the Surviving Blocker, as applicable, shall pay or cause to be paid to the Paying Agent for further distribution to the Seller Agent a statement setting forth Parties, by wire transfer of immediately available funds to the account designated by the Sellers’ Representative in reasonable detail Parent’s good faith calculation accordance with Section 2.14(b)(i), the lesser of the Working Capital Adjustment and (x) the amount, if any, by which such re-calculated final Aggregate Consideration exceeds the long-term deferred revenue is greater than the Excluded Long-Term Deferred Revenue, including in support of the calculation of the Working Capital Adjustment and the long-term deferred revenue amount, the balance sheet of the Company as of immediately prior to the Estimated Aggregate Consideration paid at Closing prepared in accordance with GAAP in accordance with Article II and (y) the Company’s historical practices and methodologies, and for the Working Capital Price Adjustment in a manner consistent with the Working Capital Adjustment Illustration Escrow Amount or (the “Final Working Capital Adjustment”), the aggregate amount of Closing Cash (the “Final Closing Cash”), the amount of Closing Indebtedness (if anyB) (the “Final Closing Indebtedness”) Buyer and the amount of unpaid Transaction Expenses (Sellers’ Representative shall jointly direct the “Final Unpaid Transaction Expenses”)Escrow Agent to release to Buyer and the Surviving Blocker, in each case as applicable, out of the Closing (the “Price Adjustment Statement”). If Parent fails to deliver the Adjustment Statement to the Seller Agent within ninety (90) days after the Closing DateEscrow Funds, the Closing Financial Certificate shall be deemed to be the Adjustment Statement (without modification) and the Estimated Working Capital Adjustmentby wire transfer of immediately available funds, the amount, if any, by which the such Estimated Long-Term Deferred Revenue is greater than the Excluded Long-Term Deferred Revenue, Estimated Aggregate Consideration paid at Closing Cash, Estimated Closing Indebtedness and Estimated Unpaid Transaction Expenses shall be final, binding and conclusive for all purposes hereunder. (b) During the thirty (30)-day period following the Seller Agent’s receipt of the Adjustment Statement, upon reasonable notice to Parent, Parent shall permit the Seller Agent and its Representatives to have reasonable access to the books, records and other documents of the Company used to prepare the Adjustment Statement and shall provide the Seller Agent with copies thereof (subject to compliance with the accountants’ customary procedures for release of work papers and subject to any limitations that are required to preserve any applicable attorney-client privilege). The Adjustment Statement shall become final and binding upon the parties hereto on the thirtieth (30th) day following delivery thereof, unless the Seller Agent gives written notice of its good faith disagreement with the Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall specify in reasonable detail the specific items and matters in dispute (the “Disputed Matters”), including (to the extent determinable by the Seller Agent) what the Seller Agent believes to be the correct amounts with respect to any Disputed Matters. If a Notice of Disagreement is received by Parent in a timely manner, then the Adjustment Statement (as revised in accordance with this paragraph) shall become Article II exceeds such re-calculated final and binding upon Aggregate Consideration. The Parties agree to promptly cause the Seller Escrow Agent and Parent on to release the earlier entire amount of (i) the date Price Adjustment Escrow Funds, or any of the Seller Agent and Parent resolve in writing the Disputed Matters or (ii) the date any Disputed Matters are finally resolved in writing by an independent international accounting firm mutually agreed upon by the Seller Agent and Parent (the “Accounting Firm”) in accordance with Price Adjustment Escrow Funds not paid to Buyer pursuant to this Section 1.18(b2.15(e)(i). During the twenty (20)-day -12- period following the delivery of a Notice of Disagreement (the “Resolution Period”), the Seller Agent and Parent shall seek in good faith to resolve in writing the Disputed Matters. Within ten (10) days following the expiration of the Resolution Period, the Seller Agent and Parent shall submit in writing to the Accounting Firm for review any remaining Disputed Matters. The Seller Agent and Parent shall jointly request that the Accounting Firm render its reasoned, written decision with respect to such remaining Disputed Matters within the thirty (30)-day period following submission of such Disputed Matters to the Accounting Firm. The Accounting Firm will consider only those items and amounts set forth in the Adjustment Statement and in the Notice of Disagreement which Parent and the Seller Agent are unable to resolve during the Resolution Period; provided, that each of Parent and the Seller Agent shall be entitled to make a presentation to the Accounting Firm regarding the items and amounts that they are unable to resolve. The Accounting Firm will make its determination as an expert and not an arbitrator, based solely on such presentations and not on the basis of an independent review. In making its determination, the Accounting Firm shall (i) be bound by the terms and conditions of this Agreement, including the definitions of Working Capital Adjustment, Excluded Long-Term Deferred Revenue, Closing Date Indebtedness, Transaction Expenses, and the terms of this Section 1.18(b), and (ii) not assign any value with respect to a disputed amount that is greater than the highest value for such amount claimed by either the Seller Agent or Parent or that is less than the lowest value for such amount claimed by either the Seller Agent or Parent. Absent fraud or manifest error, the determination of the Accounting Firm will be conclusive and binding upon the Indemnifying Parties, the Seller Agent and Parent. The costs and fees related to such determination by the Accounting Firm, including the costs relating to any negotiations with the Accounting Firm with respect to the terms and conditions of such Accounting Firm’s engagement, will be paid by the Seller Agent (on behalf of the Indemnifying Parties) and Parent on an inversely proportional basis, based upon the relative portions of the Disputed Matters that have been submitted to the Accounting Firm for resolution that ultimately are awarded in favor of the Indemnifying Parties and Parent, as the case may be, (e.g., if $100,000 is in dispute, and of that amount to the Accounting Firm awards $75,000 in favor of Parent and $25,000 in favor Paying Agent on behalf of the Indemnifying PartiesSeller Parties on the same date as such payment. In the event that the full amount by which the Estimated Aggregate Consideration exceeds the final Aggregate Consideration is greater than the Price Adjustment Escrow Funds, then Parent will be responsible for 25%none of Buyer, and the Indemnifying Parties for 75%Surviving Company or any other Person shall have any recourse against the Sellers’ Representative, any of the costs and fees Seller Parties or any other Person for such excess. In the event that the full amount by which the final Aggregate Consideration exceeds the Estimated Aggregate Consideration is greater than the Price Adjustment Escrow Amount, none of the Accounting Firm)Sellers’ Representative, any of the Seller Parties or any other Person shall have any recourse against Buyer, the Surviving Company or any other Person for such excess. (cii) If the TSG Blocker Adjustment Amount (ias finally determined pursuant to this Section 2.15(e)(ii) and as set forth in the Final Closing Statement) differs from the Estimated TSG Blocker Adjustment Amount set forth in the Estimated Closing Statement, the TSG Blocker Adjustment Amount shall be recalculated using such final figures in lieu of such estimated figures, and, within five (5) Business Days of such final determination, (A) Buyer shall pay or cause to be paid to the Final Working Capital Adjustment plus Paying Agent for further distribution to TSG Blocker Seller in accordance with the Final Closing Cash minus Additional Consideration Schedule, by wire transfer of immediately available funds to the Final Closing Indebtedness minus account(s) designated by the Final Unpaid Transaction Expenses minus Sellers’ Representative in accordance with Section 2.14(b)(i), the lesser of (x) the amount, if any, by which such re-calculated final TSG Blocker Adjustment Amount exceeds the long-term deferred revenue is greater than Estimated TSG Blocker Adjustment Amount paid at Closing in accordance with Article II and (y) the Excluded Long-Term Deferred Revenue (in each case, as finally determined pursuant to Section 1.18(b) above) is greater than the aggregate amount of TSG Blocker Adjustment Escrow Amount or (B) Buyer and the Estimated Working Capital Sellers’ Representative shall jointly direct the Escrow Agent to release to Buyer out of the TSG Blocker Adjustment plus the Estimated Closing Cash minus the Estimated Closing Indebtedness minus the Estimated Unpaid Transaction Expenses minus Escrow Funds, by wire transfer of immediately available funds, the amount, if any, by which such Estimated TSG Blocker Adjustment Amount paid at Closing in accordance with Article II exceeds such re-calculated final TSG Blocker Adjustment Amount. The Parties agree to promptly cause the Escrow Agent to release the entire amount of the TSG Blocker Adjustment Escrow Funds, or any of the TSG Blocker Adjustment Escrow Funds not paid to Buyer pursuant to this Section 2.15(e)(ii), as the case may be, to the Paying Agent on behalf of TSG Blocker Seller on the same date as such payment. In the event that the full amount by which the Estimated Long-Term Deferred Revenue TSG Blocker Adjustment Amount exceeds the final TSG Blocker Adjustment Amount is greater than the Excluded Long-Term Deferred Revenue TSG Blocker Adjustment Escrow Funds, none of Buyer, the Surviving Company or any other Person shall have any recourse against the Sellers’ Representative, any of the Seller Parties or any other Person for such excess. In the event that the full amount by which the final TSG Blocker Adjustment Amount exceeds the Estimated TSG Blocker Adjustment Amount is greater than the TSG Blocker Adjustment Escrow Amount, none of the Sellers’ Representative, any of the Seller Parties or any other Person shall have any recourse against Buyer, the Surviving Company or any other Person for such excess. (in each case, iii) If the CCP Blocker Adjustment Amount (as finally determined pursuant to this Section 2.11(e)(iii) and as set forth in the Final Closing Financial CertificateStatement) (such amountdiffers from the Estimated CCP Blocker Adjustment Amount set forth in the Estimated Closing Statement, the “Underpayment Amount”)CCP Blocker Adjustment Amount shall be recalculated using such final figures in lieu of such estimated figures, and (ii) the Underpayment Amount is equal to or greater than $500,000and, then Parent shall disburse or cause to be disbursed to each Indemnifying Party such Indemnifying Party’s Pro Rata Share of the Adjustment Holdback Amount, and Parent shall promptly (but in any event within five (5) Business Days after of such final determination, (A) Buyer shall pay or cause to be paid to each Indemnifying Party such Indemnifying Party’s Pro Rata Share the Paying Agent for further distribution to CCP Blocker Seller in accordance with the Additional Consideration Schedule, by wire transfer of immediately available funds to the Underpayment Amount. account(s) designated by the Sellers’ Representative in accordance with Section 2.14(b)(i), the lesser of (dx) If (i) (A) the Final Working Capital Adjustment plus the Final Closing Cash minus the Final Closing Indebtedness minus the Final Unpaid Transaction Expenses minus the amount, if any, by which such re-calculated final CCP Blocker Adjustment Amount exceeds the Estimated CCP Blocker Adjustment Amount paid at Closing in accordance with Article II and (y) the CCP Blocker Adjustment Escrow Amount or (B) Buyer and the Sellers’ Representative shall jointly direct the Escrow Agent to release to Buyer out of the CCP Blocker Adjustment Escrow Funds, by wire transfer of immediately available funds, the amount, if any, by which such Estimated CCP Blocker Adjustment Amount paid at Closing in accordance with Article II exceeds such re-calculated final CCP Blocker Adjustment Amount. The Parties agree to promptly cause the Escrow Agent to release the entire amount of the CCP Blocker Adjustment Escrow Funds, or any of the CCP Blocker Adjustment Escrow Funds not paid to Buyer pursuant to this Section 2.15(e)(iii), as the case may be, to the Paying Agent on behalf of CCP Blocker Seller on the same date as such payment. In the event that the full amount by which the Estimated CCP Blocker Adjustment Amount exceeds the final long-term deferred revenue CCP Blocker Adjustment Amount is greater than the Excluded Long-Term Deferred Revenue CCP Blocker Adjustment Escrow Funds, none of Buyer, the Surviving Company or any other Person shall have any recourse against the Sellers’ Representative, any of the Seller Parties or any other Person for such excess. In the event that the full amount by which the final CCP Blocker Adjustment Amount exceeds the Estimated CCP Blocker Adjustment Amount is greater than the CCP Blocker Adjustment Escrow Amount, none of the Sellers’ Representative, any of the Seller Parties or any other Person shall have any recourse against Buyer, the Surviving Company or any other Person for such excess. (in each caseiv) If all or any portion of the Acquisition Contingent Consideration becomes payable by any Group Company following the Closing pursuant to the terms of any of the acquisition agreements set forth on Schedule VI, as finally determined reasonably and in good faith by ▇▇▇▇▇ (and Buyer will use commercially reasonable efforts to make such determination as promptly as practicable in accordance with the terms of the applicable acquisition agreement), Buyer will provide written notice thereof to the Sellers’ Representative within three (3) Business Days of such determination. Buyer and the Sellers’ Representative shall, within five (5) Business Days of delivery of such written notice, jointly direct the Escrow Agent to release to the Company out of the Acquisition Contingent Consideration Escrow Funds, by wire transfer of immediately available funds, the amount of the Acquisition Contingent Consideration that is payable by any Group Company. If all or any portion of the Acquisition Contingent Consideration is no longer required to be paid by any Group Company pursuant toto the terms of any of the acquisition agreements set forth on Schedule VI as determined reasonably and in good faith by Buyer (and Buyer will use commercially reasonable efforts to make such determination as promptly as practicable in accordance with the terms of the applicable acquisition agreement), Buyer will provide written notice thereof to the Sellers’ Representative within three (3) Business Days of such determination. Buyer and the Sellers’ Representative shall, within five (5) Business Days of delivery of such written notice, jointly direct the Escrow Agent to release to the Paying Agent for further distribution to the Seller Parties the amount of such Acquisition Contingent Consideration that no longer required to be paid by any Group Company. Within five (5) Business Days of December 31, 2026, if any amounts remain in the Acquisition Contingent Consideration Escrow Funds as of such date, Buyer and the Sellers’ Representative shall jointly direct the Escrow Agent to release to the Paying Agent for further distribution to the Seller Parties the amount of such Acquisition Contingent Consideration Escrow Funds. (v) Any amounts paid pursuant to this Section 2.15(e) will be treated as an adjustment to the applicable purchase price for applicable Tax purposes unless otherwise required by applicable Legal Requirements (and no such payments will be governed by Section 736 of the Code).

Consideration Adjustment. (ai) Within ninety (90) days after If the Net Working Capital, the Company Transaction Expenses, the Closing DateCash Amount or the Closing Debt Amount (as finally determined pursuant to this Section 2.04 and as set forth in the Final Closing Statement) differs from the estimated amounts thereof set forth in the Estimated Closing Statement, Parent the Cash Consideration Amount shall prepare and deliver be recalculated using such final figures in lieu of such estimated figures, and, within five (5) Business Days of such final determination, (A) (x) Buyers shall pay to the Seller Agent a statement setting forth in reasonable detail Parent’s good faith calculation of the Working Capital Adjustment and the amount, if any, by which the long-term deferred revenue is greater than the Excluded Long-Term Deferred Revenue, including in support of the calculation of the Working Capital Adjustment and the long-term deferred revenue amount, the balance sheet of the Company as of immediately prior to the Closing prepared in accordance with GAAP Parties in accordance with the Company’s historical practices and methodologiesConsideration Schedule delivered by the Sellers’ Representative, and for the Working Capital Adjustment in a manner consistent with the Working Capital Adjustment Illustration (the “Final Working Capital Adjustment”), the aggregate amount by wire transfer of Closing Cash (the “Final Closing Cash”), the amount of Closing Indebtedness (if any) (the “Final Closing Indebtedness”) and the amount of unpaid Transaction Expenses (the “Final Unpaid Transaction Expenses”), in each case as of the Closing (the “Adjustment Statement”). If Parent fails to deliver the Adjustment Statement immediately available funds to the Seller Agent within ninety (90account(s) days after designated by the Closing Date, the Closing Financial Certificate shall be deemed to be the Adjustment Statement (without modification) and the Estimated Working Capital AdjustmentSellers’ Representative, the amount, if any, by which such re-calculated final Cash Consideration Amount exceeds the Estimated Long-Term Deferred Revenue is greater than Cash Consideration Amount paid at the Excluded Long-Term Deferred Revenue, Estimated Closing Cash, Estimated Closing Indebtedness and Estimated Unpaid Transaction Expenses shall be final, binding and conclusive for all purposes hereunder. (b) During the thirty (30)-day period following the Seller Agent’s receipt of the Adjustment Statement, upon reasonable notice to Parent, Parent shall permit the Seller Agent and its Representatives to have reasonable access to the books, records and other documents of the Company used to prepare the Adjustment Statement and shall provide the Seller Agent with copies thereof (subject to compliance with the accountants’ customary procedures for release of work papers and subject to any limitations that are required to preserve any applicable attorney-client privilege). The Adjustment Statement shall become final and binding upon the parties hereto on the thirtieth (30th) day following delivery thereof, unless the Seller Agent gives written notice of its good faith disagreement with the Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall specify in reasonable detail the specific items and matters in dispute (the “Disputed Matters”), including (to the extent determinable by the Seller Agent) what the Seller Agent believes to be the correct amounts with respect to any Disputed Matters. If a Notice of Disagreement is received by Parent in a timely manner, then the Adjustment Statement (as revised in accordance with this paragraphArticle II (provided that in no event shall Buyers be required to pay more than $[Redacted dollar amount]) and (y) the Sellers’ Representative and Buyers shall become final and binding upon deliver a joint written instruction to the Escrow Agent to cause the Escrow Agent to release to the Seller Agent and Parent on Parties the earlier full amount of (i) the date the Seller Agent and Parent resolve in writing the Disputed Matters or (ii) the date any Disputed Matters are finally resolved in writing by an independent international accounting firm mutually agreed upon by the Seller Agent and Parent (the “Accounting Firm”) Price Adjustment Escrow Funds in accordance with this Section 1.18(b). During the twenty Consideration Schedule delivered by the Sellers’ Representative, by wire transfer of immediately available funds to the account(s) designated by the Sellers’ Representative, or (20)-day -12- period following B) the delivery of Sellers’ Representative and Buyers shall deliver a Notice of Disagreement (joint written instruction to the “Resolution Period”), Escrow Agent to cause the Seller Escrow Agent and Parent shall seek in good faith to resolve in writing the Disputed Matters. Within ten (10) days following the expiration release to Buyers out of the Resolution PeriodPrice Adjustment Escrow Funds, the Seller Agent and Parent shall submit in writing by wire transfer of immediately available funds to the Accounting Firm for review any remaining Disputed Matters. The Seller Agent and Parent shall jointly request that the Accounting Firm render its reasonedaccount(s) designated by Buyers, written decision with respect to such remaining Disputed Matters within the thirty (30)-day period following submission of such Disputed Matters to the Accounting Firm. The Accounting Firm will consider only those items and amounts set forth in the Adjustment Statement and in the Notice of Disagreement which Parent and the Seller Agent are unable to resolve during the Resolution Period; provided, that each of Parent and the Seller Agent shall be entitled to make a presentation to the Accounting Firm regarding the items and amounts that they are unable to resolve. The Accounting Firm will make its determination as an expert and not an arbitrator, based solely on such presentations and not on the basis of an independent review. In making its determination, the Accounting Firm shall (i) be bound by the terms and conditions of this Agreement, including the definitions of Working Capital Adjustment, Excluded Long-Term Deferred Revenue, Closing Date Indebtedness, Transaction Expenses, and the terms of this Section 1.18(b), and (ii) not assign any value with respect to a disputed amount that is greater than the highest value for such amount claimed by either the Seller Agent or Parent or that is less than the lowest value for such amount claimed by either the Seller Agent or Parent. Absent fraud or manifest error, the determination of the Accounting Firm will be conclusive and binding upon the Indemnifying Parties, the Seller Agent and Parent. The costs and fees related to such determination by the Accounting Firm, including the costs relating to any negotiations with the Accounting Firm with respect to the terms and conditions of such Accounting Firm’s engagement, will be paid by the Seller Agent (on behalf of the Indemnifying Parties) and Parent on an inversely proportional basis, based upon the relative portions of the Disputed Matters that have been submitted to the Accounting Firm for resolution that ultimately are awarded in favor of the Indemnifying Parties and Parent, as the case may be, (e.g., if $100,000 is in dispute, and of that amount the Accounting Firm awards $75,000 in favor of Parent and $25,000 in favor of the Indemnifying Parties, then Parent will be responsible for 25%, and the Indemnifying Parties for 75%, of the costs and fees of the Accounting Firm). (c) If (i) (A) the Final Working Capital Adjustment plus the Final Closing Cash minus the Final Closing Indebtedness minus the Final Unpaid Transaction Expenses minus the amount, if any, by which such Estimated Cash Consideration Amount paid at Closing in accordance with Article II exceeds such re-calculated final Cash Consideration Amount. In the long-term deferred revenue event that the full amount by which the Estimated Cash Consideration Amount exceeds the final Cash Consideration Amount is greater than the Excluded Long-Term Deferred Revenue Price Adjustment Escrow Funds, none of Buyers, the Blocker, the Company or any other Person shall have any recourse against the Sellers’ Representative, any of the Seller Parties or any other Person for such excess. (in each case, ii) If the Blocker Adjustment Amount (as finally determined pursuant to this Section 1.18(b2.04 and as set forth in the Final Closing Statement) above) is greater than the aggregate amount of (B) differs from the Estimated Working Capital Blocker Adjustment plus Amount set forth in the Estimated Closing Cash minus Statement, the Estimated Closing Indebtedness minus Blocker Adjustment Amount shall be recalculated using such final figures in lieu of such estimated figures, and, within five (5) Business Days of such final determination, (A) (x) the Estimated Unpaid Transaction Expenses minus Blocker Buyer shall pay or cause to be paid to the Blocker Seller by wire transfer of immediately available funds to the account(s) designated by the Sellers’ Representative, the amount, if any, by which such re-calculated final Blocker Adjustment Amount exceeds the Estimated Long-Term Deferred Revenue is greater than the Excluded Long-Term Deferred Revenue (Blocker Adjustment Amount paid at Closing in each case, as set forth in the Closing Financial Certificate) (such amount, the “Underpayment Amount”), accordance with Article II and (iiy) the Underpayment Amount is equal Sellers’ Representative and Buyers shall deliver a joint written instruction to or greater than $500,000, then Parent shall disburse or the Escrow Agent to cause the Escrow Agent to be disbursed release to each Indemnifying Party such Indemnifying Party’s Pro Rata Share the Blocker Seller the full amount of the Blocker Adjustment Holdback AmountEscrow Funds by wire transfer of immediately available funds to the account(s) designated by the Sellers’ Representative, or (B) the Sellers’ Representative and Parent Buyers shall promptly (but in any event within five (5) Business Days after such final determination) pay or deliver a joint written instruction to the Escrow Agent to cause the Escrow Agent to be paid release to each Indemnifying Party such Indemnifying Party’s Pro Rata Share the Blocker Buyer out of the Underpayment Amount. (dBlocker Adjustment Escrow Funds, by wire transfer of immediately available funds to the account(s) If (i) (A) the Final Working Capital Adjustment plus the Final Closing Cash minus the Final Closing Indebtedness minus the Final Unpaid Transaction Expenses minus designated by Buyers, the amount, if any, by which such Estimated Blocker Adjustment Amount paid at Closing in accordance with Article II exceeds such re-calculated final Blocker Adjustment Amount. In the event that the full amount by which the Estimated Blocker Adjustment Amount exceeds the final long-term deferred revenue Blocker Adjustment Amount is greater than the Excluded Long-Term Deferred Revenue Blocker Adjustment Escrow Funds, none of Buyers, the Blocker, the Company or any other Person shall have any recourse against the Sellers’ Representative, any of the Seller Parties or any other Person for such excess. (in each case, iii) Any amounts paid pursuant to this Section 2.04(e) will be treated as finally determined pursuant toan adjustment to the applicable purchase price for applicable Tax purposes unless otherwise required by applicable Legal Requirements.

Consideration Adjustment. (a) Within ninety The Company shall deliver (90i) days after the Closing Date, Parent shall prepare and deliver to the Seller Agent a statement setting forth in reasonable detail Parent’s good faith calculation an initial draft of the Working Capital Adjustment and the amountEstimated Closing Statement to Parent, if any, by which the long-term deferred revenue is greater no later than the Excluded Long-Term Deferred Revenue, including in support of the calculation of the Working Capital Adjustment and the long-term deferred revenue amount, the balance sheet of the Company as of immediately five Business Days prior to the Closing Date (and the Company shall consider in good faith any reasonable comments delivered by Parent and its Representatives (provided, that, in no event shall the failure to agree on the Estimated Closing Statement be deemed a condition to the Closing)) and (ii) the Estimated Closing Statement to Parent not later than three Business Days prior to the Closing Date. (b) Within 90 days after the Closing, Parent shall deliver to the Shareholders’ Agent a written statement prepared in accordance with GAAP in accordance with the Company’s historical practices and methodologies, and for the Working Capital Adjustment in a manner consistent with the Estimated Closing Statement, setting forth the calculations of Company Debt, Company Cash, Company Net Working Capital Adjustment Illustration and Company Unpaid Transaction Expenses (the “Final Working Capital AdjustmentConsideration Adjustments”), each as determined by Parent in good faith (and the aggregate dollar amount of Closing Cash (the Consideration Adjustments as proposed by Parent, the “Final Closing Cash”), the amount of Closing Indebtedness (if any) (the “Final Closing IndebtednessParent Consideration Calculation”) and the amount by which the Parent Consideration Calculation is equal to, more or less than the aggregate dollar amount of unpaid Transaction Expenses (the “Final Unpaid Transaction Expenses”)Consideration Adjustments as proposed by the Company in the Estimated Closing Statement, in each case as of the Closing together with supporting documentation, information and calculations (the “Adjustment Closing Statement”). If Parent fails to deliver the Adjustment Statement to the Seller Agent within ninety (90) days after the Closing DateStatement is not delivered within such period, the Closing Financial Certificate shall be deemed to be the Adjustment Statement (without modification) and the Estimated Working Capital Adjustment, the amount, if any, by which the Estimated Long-Term Deferred Revenue is greater than the Excluded Long-Term Deferred Revenue, Estimated Closing Cash, Estimated Closing Indebtedness and Estimated Unpaid Transaction Expenses shall be final, binding and conclusive for all purposes hereunder. (b) During the thirty (30)-day period following the Seller Agent’s receipt of the Adjustment Statement, upon reasonable notice to Parent, Parent shall permit the Seller Agent and its Representatives to have reasonable access to the books, records and other documents of the Company used to prepare the Adjustment Statement and shall provide the Seller Agent with copies thereof (subject to compliance with the accountants’ customary procedures for release of work papers and subject to any limitations that are required to preserve any applicable attorney-client privilege). The Adjustment Statement shall become final and binding upon the parties hereto on the thirtieth (30th) day following delivery thereof, unless the Seller Agent gives written notice of its good faith disagreement with the Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall specify in reasonable detail the specific items and matters in dispute (the “Disputed Matters”), including (to the extent determinable by the Seller Agent) what the Seller Agent believes to be the correct amounts with respect to any Disputed Matters. If a Notice of Disagreement is received by Parent in a timely manner, then the Adjustment Statement (as revised in accordance with this paragraph) shall become final and binding upon the Seller Agent and Parent on the earlier of (i) the date the Seller Agent and Parent resolve in writing the Disputed Matters or (ii) the date any Disputed Matters are finally resolved in writing by an independent international accounting firm mutually agreed upon by the Seller Agent and Parent (the “Accounting Firm”) in accordance with this Section 1.18(b). During the twenty (20)-day -12- period following the delivery of a Notice of Disagreement (the “Resolution Period”), the Seller Agent and Parent shall seek in good faith to resolve in writing the Disputed Matters. Within ten (10) days following the expiration of the Resolution Period, the Seller Agent and Parent shall submit in writing to the Accounting Firm for review any remaining Disputed Matters. The Seller Agent and Parent shall jointly request that the Accounting Firm render its reasoned, written decision with respect to such remaining Disputed Matters within the thirty (30)-day period following submission of such Disputed Matters to the Accounting Firm. The Accounting Firm will consider only those items and amounts set forth in the Adjustment Estimated Closing Statement and in the Notice of Disagreement which Parent shall be deemed final and the Seller Agent are unable to resolve during Estimated Closing Statement will be deemed the Resolution Period; provided, that each of Parent and the Seller Closing Statement for all purposes under this Agreement. (c) The Shareholders’ Agent shall be entitled to make a presentation inquiries regarding, the Closing Statement, and Parent shall use commercially reasonable efforts to make its (and its’ Subsidiaries’) employees respond to such inquiries, and their respective Representatives, reasonably available to the Accounting Firm regarding Shareholders’ Agent to discuss the items and amounts that they are unable to resolvecalculations set forth in the Closing Statement. The Accounting Firm will make Shareholders’ Agent may object to the Parent Consideration Calculation set forth in the Closing Statement by providing written notice of such objection to Parent within 30 days after ▇▇▇▇▇▇’s delivery of the Closing Statement (the “Notice of Objection”), together with reasonable supporting documentation, information and calculations. Any matters not expressly set forth in the Notice of Objection within such 30-day period shall be deemed to have been accepted by the Shareholders’ Agent on behalf of the Indemnifying Parties. (d) If the Shareholders’ Agent timely provides the Notice of Objection, then Parent and the Shareholders’ Agent shall confer in good faith for a period of 30 days following Parent’s timely receipt of the Notice of Objection in an attempt to resolve any disputed matter set forth in the Notice of Objection, and any resolution by them shall be in writing and shall be final and binding on the parties hereto and the Indemnifying Parties. (e) If, after the 30-day period set forth in Section 1.8(d), Parent and the Shareholders’ Agent cannot resolve any matter set forth in the Notice of Objection, then Parent and the Shareholders’ Agent shall engage the Reviewing Accountant to review only the matters in the Notice of Objection that are still disputed by Parent and the Shareholders’ Agent. Parent and the Shareholders’ Agent shall request that after such review and a review of the Company’s relevant books and records, the Reviewing Accountant shall promptly (and in any event the parties hereto shall request such review within 60 days following its determination engagement) determine the resolution of such remaining disputed matters, and the Reviewing Accountant shall provide Parent and the Shareholders’ Agent with a calculation of the Consideration Adjustments in accordance with such determination; provided however, the Reviewing Accountant shall not ascribe a value to any disputed item greater than the greatest value ascribed by the parties or lower than the lowest value ascribed by the parties. All information and written communications provided by either party to the Reviewing Accountant shall contemporaneously be provided to the other party, and no party shall have oral communications with the Reviewing Accountant outside of the presence of the other party. (f) The Reviewing Accountant shall act as an expert and not as an arbitratorarbitrator and its determination shall be final and binding on Parent and the Shareholders’ Agent (save in the case of manifest error). Parent and the Shareholders’ Agent shall each provide the Reviewing Accountant with all information which the Reviewing Accountant reasonably requires and the Reviewing Accountant shall be entitled (to the extent they consider appropriate) to base its opinion on such information and on the accounting and other records of the Company. As soon as reasonably practicable following acceptance by the Reviewing Accountant of its nomination in accordance with this Section 1.8, based Parent and the Shareholders’ Agent shall jointly appoint the Reviewing Accountant and shall act reasonably and in good faith to agree upon the detailed terms of appointment with the Reviewing Accountant which are to apply in relation to the resolution of the dispute. (g) The Estimated Closing Statement shall be prepared, and the Closing Statement shall be prepared and reviewed by the Reviewing Accountant, solely on such presentations and not on the a basis of an independent review. In making its determination, the Accounting Firm shall (i) be bound by the terms and conditions of consistent with this Agreement, including the definitions of Working Capital Adjustment, Excluded Long-Term Deferred Revenue, Closing Date Indebtedness, Transaction ExpensesAccounting Principles and the Sample Statement, and the terms following provisions of this Section 1.18(b1.8(g) and shall: (w) exclude the effects of any event, act, change in circumstances or similar development occurring after the Closing; (x) exclude the impact of any accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby; (y) exclude the impact of any action or decision taken or not taken by Parent or any of its Affiliates on its own behalf or on behalf of the Company or its Subsidiaries following the Closing and the effect of any fact or circumstances unique to Parent or any of its Affiliates; and (z) entirely disregard any and all effects on the assets or liabilities of the Company as a result of any financing or refinancing arrangements entered into at any time by Parent or any of its Affiliates in connection with the consummation of the transactions contemplated hereby. (h) If the (x) Net Adjusted Cash Consideration, the components of which are as finally determined pursuant to Section 1.8(b), Section 1.8(d) and/or Section 1.8(e), as the case may be (the “Final Net Adjusted Cash Consideration Adjustment”), is equal to or less than (y) the Net Adjusted Cash Consideration as set forth in the Estimated Closing Statement (such difference, the “Final Net Adjusted Cash Consideration Shortfall”), then the Shareholders’ Agent and Parent shall within two (2) Business Days instruct the Escrow Agent to release an amount equal to the Final Net Adjusted Cash Consideration Shortfall from the Consideration Adjustment Escrow Fund to Parent and the remainder of the Consideration Adjustment Escrow Fund shall be delivered to the Distribution Agent. (i) If the Final Net Adjusted Cash Consideration Adjustment is more than the Closing Cash Consideration as set forth in the Estimated Closing Statement (such difference, the “Final Net Adjusted Cash Consideration Excess”), then (i) the Shareholders’ Agent and Parent shall within two (2) Business Days, instruct the Escrow Agent to release the Consideration Adjustment Escrow Fund to the Distribution Agent and (ii) not assign any value with respect Parent shall within two (2) Business Days promptly pay (or procure the payment of) to a disputed the Distribution Agent the greater of an amount that is greater than equal to (A) the highest value for such Final Net Adjusted Cash Consideration Excess and (B) an amount claimed equal to the Consideration Adjustment Escrow Amount. (j) The Distribution Agent shall, one Business Day following receipt of funds by either the Seller Agent it pursuant to Sections 1.8(g) or Parent or that is less than the lowest value for such amount claimed by either the Seller Agent or Parent. Absent fraud or manifest error1.8(i), the determination disburse to each of the Accounting Firm will be conclusive and binding upon the Indemnifying Parties, the Seller Agent and Parent. The costs and fees related Company Shareholders an amount equal to such determination by the Accounting Firm, including the costs relating to any negotiations Company Shareholder’s Pro Rata Share of such funds (in accordance with the Accounting Firm with respect to Distribution Agent Agreement). (k) The fees and expenses of the terms and conditions of such Accounting Firm’s engagement, will Reviewing Accountant shall be paid by ▇▇▇▇▇▇ and the Seller Shareholders’ Agent (on behalf of the Indemnifying PartiesCompany Shareholders from the Expense Fund) in inverse proportion as they may prevail (based on the disputed items as resolved by the Reviewing Accountant as compared to the disputed items proposed by ▇▇▇▇▇▇ and the Shareholders’ Agent, respectively), as determined by the Reviewing Accountant. For example, if the Shareholders’ Agent claims in a Notice of Objection that the Company Net Working Capital is $1,000 greater than the amount determined by Parent on an inversely proportional basisin the Closing Statement, based upon and if the relative portions Reviewing Accountant ultimately resolves the dispute by awarding the Shareholders’ Agent $600 of the Disputed Matters that have been submitted to the Accounting Firm for resolution that ultimately are awarded in favor of the Indemnifying Parties and Parent, as the case may be, (e.g., if $100,000 is in dispute, and of that amount the Accounting Firm awards $75,000 in favor of Parent and $25,000 in favor of the Indemnifying Parties1,000 contested, then Parent will be responsible for 25%, and the Indemnifying Parties for 75%, of the costs and fees expenses of the Accounting Firm)Reviewing Accountant will be allocated 60% (i.e., 600 ÷ 1,000) to Parent and 40% (i.e., 400 ÷ 1,000) to the Shareholders’ Agent. Save for in the case of manifest error, all determinations made by the Reviewing Accountant will be final, conclusive and binding on the parties hereto. (cl) If (i) (A) For the Final Working Capital Adjustment plus the Final Closing Cash minus the Final Closing Indebtedness minus the Final Unpaid Transaction Expenses minus the amountavoidance of doubt, if any, by which the long-term deferred revenue is greater than the Excluded Long-Term Deferred Revenue (in each case, as finally determined all adjustments made pursuant to this Section 1.18(b) above) is greater than 1.8 shall be with respect to the aggregate amount of (B) Per Share Cash Consideration and there shall be no post-Closing adjustment with respect to the Estimated Working Capital Adjustment plus the Estimated Closing Cash minus the Estimated Closing Indebtedness minus the Estimated Unpaid Transaction Expenses minus the amount, if any, by which the Estimated Long-Term Deferred Revenue is greater than the Excluded Long-Term Deferred Revenue (in each case, as set forth in the Closing Financial Certificate) (such amount, the “Underpayment Amount”), and (ii) the Underpayment Amount is equal to or greater than $500,000, then Parent shall disburse or cause to be disbursed to each Indemnifying Party such Indemnifying Party’s Pro Rata Per Share of the Adjustment Holdback Amount, and Parent shall promptly (but in any event within five (5) Business Days after such final determination) pay or cause to be paid to each Indemnifying Party such Indemnifying Party’s Pro Rata Share of the Underpayment AmountStock Consideration. (d) If (i) (A) the Final Working Capital Adjustment plus the Final Closing Cash minus the Final Closing Indebtedness minus the Final Unpaid Transaction Expenses minus the amount, if any, by which the final long-term deferred revenue is greater than the Excluded Long-Term Deferred Revenue (in each case, as finally determined pursuant to

Consideration Adjustment. (a) Within ninety (90) days after following the Closing Date, Parent Acquiror shall prepare and deliver to Parent a certificate (together with a reasonably detailed set of work sheets, account reconciliations and roll-forward schedules used in the Seller Agent a statement preparation of such calculations and, promptly upon request, other reasonable supporting documentation showing such calculations, the “Proposed Final Closing Statement”), setting forth in reasonable detail ParentAcquiror’s good faith calculation of the Working Capital Adjustment and the amount, if any, by which the long-term deferred revenue is greater than the Excluded Long-Term Deferred Revenue, including in support of the calculation of the Working Capital Adjustment and the long-term deferred revenue amount, the balance sheet of the Company as of immediately prior to the Closing Net Asset Consideration prepared in accordance with GAAP the Agreed Principles and the applicable defined terms in accordance with the Company’s historical practices and methodologies, and for the Working Capital Adjustment in a manner consistent with the Working Capital Adjustment Illustration this Agreement (the “Final Working Capital Adjustment”), the aggregate amount of Closing Cash (the “Final Closing Cash”), the amount of Closing Indebtedness (if anyincluding each component thereof) (the “Final Closing Indebtedness”) and the amount of unpaid Transaction Expenses (the “Final Unpaid Transaction Expenses”), in each case as of the Closing (the “Adjustment StatementCalculated Net Asset Consideration”). If Parent fails For purposes of preparing the Proposed Final Closing Statement, no effect shall be given to deliver the Adjustment Statement to the Seller Agent within ninety (90) days after any new accounting pronouncements that may be issued following the Closing Date, the Closing Financial Certificate shall be deemed to be the Adjustment Statement (without modification) and the Estimated Working Capital Adjustment, the amount, if any, by which the Estimated Long-Term Deferred Revenue is greater than the Excluded Long-Term Deferred Revenue, Estimated Closing Cash, Estimated Closing Indebtedness and Estimated Unpaid Transaction Expenses shall be final, binding and conclusive for all purposes hereunder. (b) During the thirty (30)-day period following the Seller Agent’s receipt . In preparation of the Adjustment Proposed Final Closing Statement, upon reasonable notice to Parent, Parent shall permit the Seller Agent (and Parent shall cause its Representatives to have Subsidiaries to) provide Acquiror and any accountants (and/or other representatives) of Acquiror with prompt and reasonable access to (and the right to examine and make copies of), at all reasonable times, the books, work papers, records and other documents materials relating to the Business not in the control or possession of the Company used Acquiror as may be necessary to prepare the Adjustment Statement and shall provide the Seller Agent with copies thereof (subject to compliance with the accountants’ customary procedures for release of work papers and subject to any limitations that are required to preserve any applicable attorney-client privilege). The Adjustment Statement shall become final and binding upon the parties hereto on the thirtieth (30th) day following delivery thereofsuch calculations, unless the Seller Agent gives written notice of its good faith disagreement with the Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall specify in reasonable detail the specific items and matters in dispute (the “Disputed Matters”), including (to the extent determinable by the Seller Agent) what the Seller Agent believes to be the correct amounts with respect to any Disputed Matters. If a Notice of Disagreement is received by Parent in a timely manner, then the Adjustment Statement (as revised in accordance with this paragraph) shall become final and binding upon the Seller Agent and Parent on the earlier of (i) the date the Seller Agent and Parent resolve in writing the Disputed Matters or (ii) the date any Disputed Matters are finally resolved in writing by an independent international accounting firm mutually agreed upon by the Seller Agent and Parent (the “Accounting Firm”) in accordance with this Section 1.18(b). During the twenty (20)-day -12- period following the delivery of a Notice of Disagreement (the “Resolution Period”), the Seller Agent and Parent shall seek in good faith to resolve in writing the Disputed Matters. Within ten (10) days following the expiration of the Resolution Period, the Seller Agent and Parent shall submit in writing to the Accounting Firm for review any remaining Disputed Matters. The Seller Agent and Parent shall jointly request that the Accounting Firm render its reasoned, written decision with respect to such remaining Disputed Matters within the thirty (30)-day period following submission of such Disputed Matters to the Accounting Firm. The Accounting Firm will consider only those items and amounts set forth in the Adjustment Statement and in the Notice of Disagreement which Parent and the Seller Agent are unable to resolve during the Resolution Period; provided, that each of Parent and the Seller Agent shall be entitled to make a presentation to the Accounting Firm regarding the items and amounts that they are unable to resolve. The Accounting Firm will make its determination as an expert and not an arbitrator, based solely on such presentations and not on the basis of an independent review. In making its determination, the Accounting Firm shall (i) be bound by the terms and conditions of this Agreement, including the definitions of Working Capital Adjustment, Excluded Long-Term Deferred Revenue, Closing Date Indebtedness, Transaction Expenses, and the terms of this Section 1.18(b), and (ii) not assign any value with respect to a disputed amount that is greater than the highest value for such amount claimed by either the Seller Agent or Parent or that is less than the lowest value for such amount claimed by either the Seller Agent or Parent. Absent fraud or manifest error, the determination of the Accounting Firm will be conclusive and binding upon the Indemnifying Parties, the Seller Agent and Parent. The costs and fees related to such determination by the Accounting Firm, including the costs relating to any negotiations with the Accounting Firm with respect to the terms and conditions of such Accounting Firm’s engagement, will be paid by the Seller Agent (on behalf of the Indemnifying Parties) and Parent on an inversely proportional basis, based upon the relative portions of the Disputed Matters that have been submitted to the Accounting Firm for resolution that ultimately are awarded in favor of the Indemnifying Parties and Parent, as the case may be, (e.g., if $100,000 is in dispute, and of that amount the Accounting Firm awards $75,000 in favor of Parent and $25,000 in favor of the Indemnifying Parties, then Parent will be responsible for 25%, and the Indemnifying Parties for 75%, of the costs and fees of the Accounting Firm). (c) If (i) (A) the Final Working Capital Adjustment plus the Final Closing Cash minus the Final Closing Indebtedness minus the Final Unpaid Transaction Expenses minus the amount, if any, by which the long-term deferred revenue is greater than the Excluded Long-Term Deferred Revenue (in each case, as finally determined pursuant to Section 1.18(b) above) is greater than the aggregate amount of (B) the Estimated Working Capital Adjustment plus the Estimated Closing Cash minus the Estimated Closing Indebtedness minus the Estimated Unpaid Transaction Expenses minus the amount, if any, by which the Estimated Long-Term Deferred Revenue is greater than the Excluded Long-Term Deferred Revenue (in each case, as set forth in the Closing Financial Certificate) (such amount, the “Underpayment Amount”), and (ii) the Underpayment Amount is equal to or greater than $500,000, then Parent shall disburse or cause to be disbursed to each Indemnifying Party such Indemnifying Party’s Pro Rata Share of the Adjustment Holdback Amount, and Parent shall promptly (but in any event within five (5) Business Days after Acquiror delivers a request to Parent for such access, and if such access is not provided to Acquiror (and/or to any accountants or other representatives of Acquiror) within such five (5) Business Day period, then the 90-day period referred to above shall be extended by the number of days it takes Parent to provide such access in excess of such five (5) Business Day period. After the date that Acquiror delivers the Proposed Final Closing Statement to Parent and until the completion of the Final Closing Statement, Acquiror shall (and Acquiror shall cause the Acquired Companies to) provide Parent and any accountants (and/or other representatives) of Parent with reasonable access to (and the right to examine and make copies of), at all reasonable times, the properties, Inventory, books, work papers, records and materials of the Business reasonably required to verify such calculations (including all supporting schedules and other materials that show the calculation of each component of the Calculated Net Asset Consideration to the extent not previously provided), and with reasonable access to personnel of Acquiror and the Acquired Companies (and Acquiror shall cause such personnel to cooperate reasonably and work in good faith with Parent), for purposes of reviewing the Proposed Final Closing Statement. Acquiror shall provide such reasonable access to Parent (and/or any accountants or other representatives of Parent), including, at Parent’s election, by providing to Parent (to the extent in Acquiror or the Acquired Companies control or possess) copies of any books, records, materials and/or work papers requested by Parent directly relating to the calculation of the Calculated Net Asset Consideration, within five (5) Business Days after Parent delivers a request to Acquiror for such access, and if such access is not provided to Parent (and/or any accountants or other representatives of Parent) within such five (5) Business Day period, then the 45-day period referred to in Section 2.5(b) shall be extended by the number of days it takes Acquiror to provide such access in excess of such five (5) Business Day period. In the event that Acquiror fails to deliver the Proposed Final Closing Statement to Parent within ninety (90) days (together with any extensions provided herein) following the Closing Date, (i) the Estimated Net Asset Consideration shall automatically become the Calculated Net Asset Consideration and (ii) the Closing Date Consideration shall automatically become the Final Consideration and each shall be final determinationand binding on Acquiror, Seller and Parent, and no adjustment of any kind shall be made pursuant to Section 2.5. (b) pay Parent shall have forty-five (45) days after Acquiror’s delivery to Parent of the Proposed Final Closing Statement during which to notify Acquiror in writing (a “Dispute Notice”) of any dispute of any item, calculation or cause other matter contained in the Proposed Final Closing Statement, which Dispute Notice shall set forth a description of the dispute and the adjustments (in accordance with the Agreed Principles and the applicable defined terms in this Agreement) to the Calculated Net Asset Consideration and/or the Estimated Net Asset Consideration that Parent believes should be made, together with reasonable supporting documentation. If Parent does deliver a Dispute Notice during such 45-day period, then only those items, calculations and other matters that are specified in such Dispute Notice shall be deemed in dispute and all other items, calculations and matters set forth in the Proposed Final Closing Statement shall be final and binding upon Acquiror, Seller and Parent. If Parent fails to deliver a Dispute Notice to Acquiror within such 45-day period or if Parent at any time during such 45-day period notifies Acquiror in writing that Parent agrees with the Proposed Final Closing Statement in its entirety, then the Closing Statement shall become final and binding on Acquiror, Seller and Parent, and shall be deemed to be paid the “Final Closing Statement”. In the event that Parent shall deliver a Dispute Notice to each Indemnifying Party Acquiror within such Indemnifying Party45-day period, Parent and Acquiror shall cooperate in good faith to resolve any dispute(s) specified therein as promptly as possible, and any resolution by them as to any items, calculations and other matters specified in the Dispute Notice shall be final and binding on Acquiror, Seller and Parent. (c) If Acquiror and Parent are unable to resolve any dispute specified in a Dispute Notice within thirty (30) days of Parent’s Pro Rata Share delivery of such Dispute Notice, such dispute shall be resolved by Ernst & Young LLP or, if such firm is unavailable for any reason, such other firm as may be mutually agreed to by the parties (the “Independent Accounting Firm”) retained by Parent and Acquiror to resolve any remaining disputes between Acquiror and Parent specified in the Dispute Notice. The Independent Accounting Firm, acting as experts and not as arbitrators, shall determine, in accordance with the Agreed Principles, and only with respect to the remaining disputed items, calculations and other matters specified in the Dispute Notice, whether and to what extent, if any, the Proposed Final Closing Statement requires adjustment. In resolving any disputed item or other matter specified in a Dispute Notice, the Independent Accounting Firm may not assign a value to any item or other matter greater than the greatest value for such item or other matter claimed by either party or less than the smallest value for such item or other matter claimed by either party. None of Acquiror, the Seller and Parent and none of their respective representatives shall have any ex parte conversations or meetings with the Independent Accounting Firm with respect to the disputes contemplated in this Section 2.5 without the prior written consent of (i) with respect to Parent, or any of its representatives, Acquiror and (ii) with respect to Acquiror, its Subsidiaries or any of their representatives, Parent. The Independent Accounting Firm’s determination shall be based solely on written materials submitted by Acquiror and Parent (i.e., not on independent review), including the Proposed Final Closing Statement and the Dispute Notice, the definitions of “Calculated Net Asset Consideration,” “Final Consideration”, the Agreed Principles, any other related definitions included herein and this Section 2.5. All determinations made by the Independent Accounting Firm shall be final, conclusive and binding on the parties. Any party may seek to have a judgment entered to enforce the determinations of the Underpayment AmountIndependent Accounting Firm in any court having jurisdiction over the party against which such determinations are to be enforced. The Independent Accounting Firm shall be instructed by Acquiror and Parent to use commercially reasonable efforts to perform its services within sixty (60) days after submission of the Proposed Final Closing Statement and the Dispute Notice to it and, in any case, as soon as practicable after submission. The “Final Closing Statement” shall be deemed to be (i) the Proposed Final Closing Statement, if no Dispute Notice is delivered by Parent within the 45-day period specified in Section 2.5(b) (as such period may be extended pursuant to Section 2.5(a)), (ii) the Proposed Final Closing Statement, if Parent notifies Acquiror in writing that Parent agrees with the Proposed Final Closing Statement in its entirety at any time during the 45-day period specified in Section 2.5(b) (as such period may be extended pursuant to Section 2.5(a)), or (iii) if a Dispute Notice is delivered by Parent within the 45-day period specified in Section 2.5(b) (as such period may be extended pursuant to Section 2.5(a)), the Proposed Final Closing Statement as adjusted by (A) the written agreement of Parent and Acquiror and/or (B) the written determination of the Independent Accounting Firm. The Final Closing Statement shall be final and binding on Acquiror, Seller and Parent. Any fees and expenses relating to the engagement of the Independent Accounting Firm shall be borne pro rata by Acquiror, on the one hand, and Parent, on the other hand, in proportion to the difference between the Final Consideration and the Final Consideration that would have resulted from the use of the proposed calculations of one of the parties hereto to the extent, if any, such proposed calculation would have been more favorable to the proposing party. For example, if the Final Consideration that would have resulted based on the Proposed Final Closing Statement delivered by Acquiror pursuant to Section 2.5(a) was $5,000,000 more favorable to Acquiror than the Final Consideration (as finally determined), but the Final Consideration that would have resulted based on the adjustments set forth in Parent’s Dispute Notice delivered by Parent pursuant to Section 2.5(b) was $2,500,000 more favorable to Parent than the Final Consideration (as finally determined), Acquiror will pay 2/3 of such fees and expenses, and Parent will pay 1/3 of such fees and expenses. (d) If Within five (5) Business Days after the date that the Proposed Final Closing Statement becomes the Final Closing Statement in accordance with Section 2.5(c), the Closing Date Consideration shall be adjusted (if required) as follows: (i) (A) if the Final Working Capital Adjustment plus Calculated Net Asset Consideration as set forth in the Final Closing Cash minus the Final Closing Indebtedness minus the Final Unpaid Transaction Expenses minus the amount, if any, by which the final long-term deferred revenue Statement is greater than the Excluded Long-Term Deferred Revenue Estimated Net Asset Consideration as set forth on the Proposed Final Closing Statement, the Closing Date Consideration shall be adjusted upward in an amount equal to the difference between the Calculated Net Asset Consideration as set forth in the Final Closing Statement and the Estimated Net Asset Consideration as set forth on the Proposed Final Closing Statement; and (ii) if the Estimated Net Asset Consideration as set forth on the Proposed Final Closing Statement is greater than the Calculated Net Asset Consideration as set forth in each casethe Final Closing Statement, the Closing Date Consideration shall be adjusted downward in an amount equal to the difference between the Estimated Net Asset Consideration as finally determined set forth on the Proposed Final Closing Statement and the Calculated Net Asset Consideration as set forth in the Final Closing Statement. The date the Closing Date Consideration is adjusted as set forth above in this Section 2.5(d) is referred to herein as the “Final Determination Date.” (e) If the Final Consideration as reflected in the Final Closing Statement exceeds the Closing Date Consideration (such difference between the Final Consideration as reflected in the Final Closing Statement and the Closing Date Consideration, the “Positive Amount”), Acquiror shall (subject to Section 2.6) promptly pay to Parent, by wire transfer of immediately available funds, an amount equal to the Positive Amount. If the Closing Date Consideration exceeds the Final Consideration as reflected in the Final Closing Statement (such difference, the “Negative Amount”), Acquiror may retain and offset from and against the Holdback Amount the Negative Amount, provided however that if the Negative Amount exceeds the Holdback Amount, Parent shall (subject to Section 2.6) promptly pay to Acquiror, by wire transfer of immediately available funds, such difference. Any amount of the Holdback Amount in excess of the Negative Amount shall be paid promptly by Acquiror to Parent, by wire transfer of immediately available funds. All payments required to be made pursuant toto this Section 2.5(e) shall be made promptly (but in any event within three (3) Business Days) after the Final Determination Date.

Consideration Adjustment. (a) Within No later than three (3) Business Days prior to the Closing Date, Coyote and the Sellers shall cause to be prepared and shall provide to Roadrunner a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (and utilizing, for purposes of the Roadrunner Transaction Expenses and the Interim Period Share Issuance Amount, the information provided pursuant to Section 6.05) Coyote’s and the Sellers’ good faith estimates of the Coyote Net Debt (and the resulting Coyote Net Debt Adjustment Amount), Coyote Transaction Expenses (and the resulting Coyote Net Transaction Expense Adjustment Amount), the number of Unvested Coyote Restricted Unit Shares, the Specified Payment Amount (including, with respect to each Specified Cash Payee the amount of the Specified Payment Amount to which he, she or it is entitled) and the resulting Consideration (the “Estimated Consideration”), as well as each Seller’s Pro Rata Share. Following delivery of the Estimated Closing Statement, Coyote and the Sellers shall (i) permit Roadrunner and its Representatives to have reasonable access, during normal business hours and after reasonable advance notice, to the books, records and other non-privileged documents (including work papers, schedules and financial statements, etc.) pertaining to or used in connection with the preparation of the Estimated Closing Statement and Coyote’s calculation of the Estimated Consideration and provide Roadrunner with copies thereof (as reasonably requested by Roadrunner) and (ii) provide Roadrunner and its Representatives reasonable access, during normal business hours, and after reasonable advance notice, to Coyote’s senior executive employees who were involved in the preparation of the Estimated Closing Statement. Coyote and the Sellers shall consider in good faith any comments by Roadrunner on the Estimated Closing Statement, and if any changes or adjustments are made, the Estimated Closing Statement as so changed or adjusted shall be deemed to be the Estimated Closing Statement, respectively, for all purposes hereunder. The estimated Coyote Net Debt Adjustment Amount, Coyote Net Transaction Expense Adjustment Amount, Unvested Coyote Restricted Unit Shares, and Specified Payment Amount calculations (including the components thereof) reflected in the Estimated Closing Statement shall be prepared in accordance with the applicable definitions set forth in this Agreement. (b) As promptly as practicable after the Closing, but in no event later than ninety (90) days after the Closing Date, Parent Roadrunner shall prepare and deliver to the Seller Agent Sellers a statement (the “Closing Statement”) setting forth in reasonable detail ParentRoadrunner’s good faith calculation of the Working Capital Adjustment Coyote Net Debt (and the amountresulting Coyote Net Debt Adjustment Amount), if any, by which the long-term deferred revenue is greater than the Excluded Long-Term Deferred Revenue, including in support of the calculation of the Working Capital Adjustment Coyote Transaction Expenses and the long-term deferred revenue amountRoadrunner Transaction Expenses (and the resulting Coyote Net Transaction Expense Adjustment Amount), the balance sheet of Unvested Coyote Restricted Unit Shares, the Company as of immediately prior to Specified Payment Amount, the Interim Period Share Issuance Amount and the resulting Consideration. The Coyote Net Debt Adjustment Amount, the Coyote Net Transaction Expense Adjustment Amount, the Unvested Coyote Restricted Unit Shares, the Specified Payments Amount and the Interim Period Share Issuance Amount (including the components thereof) reflected in the Closing Statement shall be prepared in accordance with GAAP the applicable definitions set forth in accordance with the Company’s historical practices and methodologies, and for the Working Capital Adjustment in a manner consistent with the Working Capital Adjustment Illustration (the “Final Working Capital Adjustment”), the aggregate amount of Closing Cash (the “Final Closing Cash”), the amount of Closing Indebtedness (if any) (the “Final Closing Indebtedness”) and the amount of unpaid Transaction Expenses (the “Final Unpaid Transaction Expenses”), in each case as of the Closing (the “Adjustment Statement”). If Parent fails to deliver the Adjustment Statement to the Seller Agent within ninety (90) days after the Closing Date, the Closing Financial Certificate shall be deemed to be the Adjustment Statement (without modification) and the Estimated Working Capital Adjustment, the amount, if any, by which the Estimated Long-Term Deferred Revenue is greater than the Excluded Long-Term Deferred Revenue, Estimated Closing Cash, Estimated Closing Indebtedness and Estimated Unpaid Transaction Expenses shall be final, binding and conclusive for all purposes hereunderthis Agreement. (bc) During the thirty Roadrunner shall (30)-day period following the Seller Agent’s receipt of the Adjustment Statement, upon reasonable notice to Parent, Parent shall i) permit the Seller Agent Sellers and its their Representatives to have reasonable access access, during normal business hours and after reasonable advance notice, to the books, records and other non-privileged documents (including work papers, schedules and financial statements, etc.) pertaining to or used in connection with the preparation of the Company used to prepare the Adjustment Closing Statement and shall Roadrunner’s calculation of the Consideration and provide the Seller Agent Sellers with copies thereof (subject as reasonably requested by the Sellers) and (ii) provide the Sellers and their Representatives reasonable access, during normal business hours and after reasonable advance notice, to compliance Roadrunner’s senior executive employees who were involved in the preparation of the Closing Statement. If the Sellers disagree with any part of Roadrunner’s calculation of the Consideration as set forth on the Closing Statement (including any component thereof), the Sellers shall, within thirty (30) days after the Sellers’ receipt of the Closing Statement, notify Roadrunner in writing of such disagreement by setting forth the Sellers’ calculation of the Consideration, including each of the components thereof, and describing in reasonable detail the basis for such disagreement (an “Objection Notice”). If the Sellers do not deliver an Objection Notice to Roadrunner within such thirty (30) day period, the Closing Statement and the Consideration set forth therein prepared and delivered by Roadrunner shall be deemed to be finally determined pursuant to this Section 1.03. If an Objection Notice is delivered to Roadrunner, then Roadrunner and the Sellers shall negotiate in good faith for a period of thirty (30) days to resolve their disagreements with respect to the computation of the Consideration. In the event that Roadrunner and the Sellers are unable to resolve all such disagreements within thirty (30) days after Roadrunner’s receipt of such Objection Notice (or such longer period as Roadrunner and the Sellers may agree in writing), Roadrunner and the Sellers shall submit such remaining disagreements to a nationally recognized independent accounting firm that does not have any material conflicts with Roadrunner, Sellers or their respective Affiliates and is mutually agreed upon by Roadrunner and the Sellers (the “Accounting Firm”). (d) The Accounting Firm, acting as an expert and not as an arbitrator, shall make a final and binding determination with respect to the computation of the Consideration, including each of the components thereof, only to the extent such amounts are in dispute. Roadrunner and the Sellers shall cooperate with the accountantsAccounting Firm during the term of its engagement and shall use commercially reasonable efforts to cause the Accounting Firm to resolve all remaining disagreements with respect to the computation of the Consideration, including each of the components thereof, as soon as practicable. The Accounting Firm shall consider only those items and amounts in Roadrunner’s and the Sellers’ customary procedures for release respective calculations of work papers the Consideration, including each of the components thereof, that are identified as being items and subject amounts to which Roadrunner and the Sellers have been unable to agree. In resolving any disputed item, the Accounting Firm may not assign a value to any limitations that are required to preserve any applicable attorney-client privilege)item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party in the Closing Statement or Objection Notice, as applicable. The Adjustment Statement Accounting Firm’s determination of the Consideration, including each of the components thereof, shall become final be based solely on written materials submitted by Roadrunner and the Sellers (i.e., not on independent review) and on the provisions set forth in this Agreement. The determination of the Accounting Firm shall be conclusive and binding upon the parties hereto on the thirtieth and shall not be subject to appeal or further review. (30the) day following delivery thereof, unless the Seller Agent gives written notice of its good faith disagreement with the Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall specify in reasonable detail the specific items The costs and matters in dispute (the “Disputed Matters”), including (to the extent determinable by the Seller Agent) what the Seller Agent believes to be the correct amounts with respect to any Disputed Matters. If a Notice of Disagreement is received by Parent in a timely manner, then the Adjustment Statement (as revised in accordance with this paragraph) shall become final and binding upon the Seller Agent and Parent on the earlier of (i) the date the Seller Agent and Parent resolve in writing the Disputed Matters or (ii) the date any Disputed Matters are finally resolved in writing by an independent international accounting firm mutually agreed upon by the Seller Agent and Parent (the “Accounting Firm”) in accordance with this Section 1.18(b). During the twenty (20)-day -12- period following the delivery of a Notice of Disagreement (the “Resolution Period”), the Seller Agent and Parent shall seek in good faith to resolve in writing the Disputed Matters. Within ten (10) days following the expiration of the Resolution Period, the Seller Agent and Parent shall submit in writing to the Accounting Firm for review any remaining Disputed Matters. The Seller Agent and Parent shall jointly request that the Accounting Firm render its reasoned, written decision with respect to such remaining Disputed Matters within the thirty (30)-day period following submission of such Disputed Matters to the Accounting Firm. The Accounting Firm will consider only those items and amounts set forth in the Adjustment Statement and in the Notice of Disagreement which Parent and the Seller Agent are unable to resolve during the Resolution Period; provided, that each of Parent and the Seller Agent shall be entitled to make a presentation to the Accounting Firm regarding the items and amounts that they are unable to resolve. The Accounting Firm will make its determination as an expert and not an arbitrator, based solely on such presentations and not on the basis of an independent review. In making its determination, the Accounting Firm shall (i) be bound by the terms and conditions of this Agreement, including the definitions of Working Capital Adjustment, Excluded Long-Term Deferred Revenue, Closing Date Indebtedness, Transaction Expenses, and the terms of this Section 1.18(b), and (ii) not assign any value with respect to a disputed amount that is greater than the highest value for such amount claimed by either the Seller Agent or Parent or that is less than the lowest value for such amount claimed by either the Seller Agent or Parent. Absent fraud or manifest error, the determination expenses of the Accounting Firm will be conclusive and binding upon in determining the Indemnifying Parties, the Seller Agent and Parent. The costs and fees related to such determination by the Accounting FirmConsideration, including the costs relating to any negotiations with the Accounting Firm with respect to the terms and conditions of such Accounting Firm’s engagement, will be paid by the Seller Agent (on behalf each of the Indemnifying Parties) and Parent on an inversely proportional basiscomponents thereof, based upon the relative portions of the Disputed Matters that have been submitted to the Accounting Firm for resolution that ultimately are awarded in favor of the Indemnifying Parties and Parent, as the case may be, (e.g., if $100,000 is in dispute, and of that amount the Accounting Firm awards $75,000 in favor of Parent and $25,000 in favor of the Indemnifying Parties, then Parent will shall be responsible for 25%, and the Indemnifying Parties for 75%, of the costs and fees of the Accounting Firm)borne by New Pubco. (cf) If Within three (3) Business Days after the Consideration, including each of the components thereof, is finally determined pursuant to this Section 1.03: (i) (A) if the Final Working Capital Adjustment plus the Final Closing Cash minus the Final Closing Indebtedness minus the Final Unpaid Transaction Expenses minus the amount, if any, by which the long-term deferred revenue is greater than the Excluded Long-Term Deferred Revenue (in each case, Consideration as finally determined pursuant to this Section 1.18(b1.03 is less than the Estimated Consideration, then the Sellers shall forfeit for no consideration the applicable number of shares of New Pubco Common Stock, and Roadrunner and the Sellers shall take all necessary actions to effect the forfeiture and cancellation of such shares, including instructing Roadrunner’s transfer agent to cancel such shares and reflect such cancellation in the books and records (including stock ledger) aboveof Roadrunner; and (ii) if the Consideration as finally determined pursuant to this Section 1.03 is greater than the aggregate amount Estimated Consideration, then Roadrunner shall issue to each Seller, based on such Seller’s Pro Rata Share, the applicable number of (B) the Estimated Working Capital Adjustment plus the Estimated Closing Cash minus the Estimated Closing Indebtedness minus the Estimated Unpaid Transaction Expenses minus the amountshares of New Pubco Common Stock, if anyand Roadrunner and each Seller shall take all necessary actions to effect such issuances, by which the Estimated Longincluding instructing Roadrunner’s transfer agent to issue such shares in book-Term Deferred Revenue is greater than the Excluded Long-Term Deferred Revenue (in each case, as set forth entry form in the Closing Financial Certificatename of the applicable Seller. All adjustments to be made pursuant to this Section 1.03(f) shall (such amount, y) be treated by all parties for U.S. federal and applicable state and local income Tax purposes as non-taxable adjustments to the Consideration unless otherwise required by a contrary “Underpayment Amount”final determination” within the meaning of Section 1313 of the Code (or any similar provision of state or local Law), and (iiz) be made solely by the Underpayment Amount is equal to Seller forfeiting the applicable number of shares of New Pubco Common Stock or greater than $500,000, then Parent shall disburse or cause to be disbursed Roadrunner issuing to each Indemnifying Party such Indemnifying Party’s Pro Rata Share Seller the applicable number of shares of New Pubco Common Stock. The adjustments described in Section 1.03(f) shall be the Adjustment Holdback Amount, sole and Parent shall promptly (but in exclusive remedy of Roadrunner and the Sellers for any event within five (5) Business Days after such final determination) pay or cause and all claims arising under this Agreement with respect to be paid to each Indemnifying Party such Indemnifying Party’s Pro Rata Share of this Section 1.03 on the Underpayment Amountmatters addressed herein. (d) If (i) (A) the Final Working Capital Adjustment plus the Final Closing Cash minus the Final Closing Indebtedness minus the Final Unpaid Transaction Expenses minus the amount, if any, by which the final long-term deferred revenue is greater than the Excluded Long-Term Deferred Revenue (in each case, as finally determined pursuant to

Consideration Adjustment. (a) Within ninety As soon as reasonably practicable following the Closing, and in any event within seventy-five (9075) calendar days after the Closing Datethereafter, Parent shall prepare and deliver to the Seller Agent Sellers’ Representative a statement schedule (the “Adjusted Purchase Price Schedule”) setting forth in reasonable detail Parent’s good faith calculation of (i) the Working Capital Adjustment Interim EBITDA Amount, (ii) the Closing Date Indebtedness, (iii) the amount of Transaction Expenses, (iv) all amounts due as of the Closing pursuant to the Blocker Indebtedness and (v) the Aggregate Cash Purchase Price, together with reasonable supporting detail and a certificate signed by a duly authorized officer of Parent certifying that the information set forth in the Adjusted Purchase Price Schedule was calculated in good faith in accordance with this Agreement. Following the Closing and until the Determination Date, Parent shall cause the Surviving Blocker and the amountSurviving Company to permit the Sellers’ Representative and its advisors, if anyaccountants, by which attorneys and authorized representatives to have reasonable access to the long-term deferred revenue is greater than relevant financial records, backup materials and officers and employees of the Excluded Long-Term Deferred RevenueSurviving Blocker, including in support of the Surviving Company and its Subsidiaries with respect thereto. (b) If the Sellers’ Representative shall disagree with the calculation of the Working Capital Adjustment and the long-term deferred revenue amountInterim EBITDA Amount, the balance sheet of the Company as of immediately prior to the Closing prepared in accordance with GAAP in accordance with the Company’s historical practices and methodologies, and for the Working Capital Adjustment in a manner consistent with the Working Capital Adjustment Illustration (the “Final Working Capital Adjustment”), the aggregate amount of Closing Cash (the “Final Closing Cash”)Date Indebtedness, the amount of Closing Indebtedness (if any) (the “Final Closing Indebtedness”) and the amount of unpaid Transaction Expenses (the “Final Unpaid Transaction Expenses”), in each case any amounts due as of the Closing (the “Adjustment Statement”). If Parent fails to deliver the Adjustment Statement pursuant to the Seller Agent Blocker Indebtedness or the Aggregate Cash Purchase Price set forth in the Adjusted Purchase Price Schedule, the Sellers’ Representative shall notify Parent of such disagreement in writing, setting forth in reasonable detail the particulars of such disagreement, within ninety forty-five (9045) days after its receipt of the Closing DateAdjusted Purchase Price Schedule. In the event that the Sellers’ Representative does not provide such a notice of disagreement within such forty-five (45) day period, the Closing Financial Certificate Sellers’ Representative on behalf of all Represented Holders shall be deemed to be have accepted the Adjustment Statement (without modification) Adjusted Purchase Price Schedule and the Estimated Working Capital Adjustmentcalculation of the Interim EBITDA Amount, the amountClosing Date Indebtedness, if anythe amount of Transaction Expenses, by all amounts due as of the Closing pursuant to the Blocker Indebtedness, and the Aggregate Cash Purchase Price, each of which the Estimated Long-Term Deferred Revenue is greater than the Excluded Long-Term Deferred Revenue, Estimated Closing Cash, Estimated Closing Indebtedness and Estimated Unpaid Transaction Expenses shall be final, binding and conclusive for all purposes hereunder. (b) During . In the event any such notice of disagreement is timely provided as set forth in the first sentence of this Section 2.16(b), Parent and the Sellers’ Representative shall use reasonable best efforts for a period of thirty (30)-day 30) days (or such longer period following as they may mutually agree) to resolve any disagreements with respect to the Seller Agent’s receipt calculations of the Adjustment StatementInterim EBITDA Amount, upon reasonable notice to Parentthe Closing Date Indebtedness, Parent shall permit the Seller Agent and its Representatives to have reasonable access amount of Transaction Expenses, any amounts due as of the Closing pursuant to the booksBlocker Indebtedness, records or the Aggregate Cash Purchase Price. If, at the end of such period, they are unable to resolve such disagreements, then Ernst & Young LLP (or such other independent accounting or financial consulting firm of recognized national standing as may be mutually selected by Parent and other documents the Sellers’ Representative) (the “Independent Accountant”) shall resolve any remaining disagreements. The parties shall instruct the Independent Accountant to only consider those items and amounts from the notice of disagreement as to which Parent and Sellers’ Representative have not resolved their disagreement. Each of Parent and the Sellers’ Representative shall promptly provide their assertions regarding the Interim EBITDA Amount, the Closing Date Indebtedness, the amount of Transaction Expenses, all amounts due as of the Company used Closing pursuant to prepare the Adjustment Statement Blocker Indebtedness and shall provide the Seller Agent with copies thereof (subject Aggregate Cash Purchase Price in writing to compliance with the accountants’ customary procedures for release of work papers Independent Accountant and subject to any limitations that are required to preserve any applicable attorney-client privilege)each other. The Adjustment Statement Independent Accountant shall become final and binding upon be instructed to render its determination with respect to such disagreements as soon as reasonably practicable (which the parties hereto agree (i) shall not be later than thirty (30) days following the day on which the thirtieth disagreement is referred to the Independent Accountant, (30thii) day following delivery thereof, unless the Seller Agent gives shall be set forth in a written notice of its good faith disagreement with the Adjustment Statement (a “Notice of Disagreement”) to Parent prior to such date. Any Notice of Disagreement shall specify report setting forth in reasonable detail the specific Independent Accountant’s determination of each of the disputed items and matters the basis for such determination and (iii) shall be in the range of the dispute (between the “Disputed Matters”)Interim EBITDA Amount, including (the Closing Date Indebtedness, the amount of Transaction Expenses, the amounts due as of the Closing pursuant to the extent determinable Blocker Indebtedness or the Aggregate Cash Purchase Price, as applicable, set forth in the Adjusted Purchase Price Schedule and the amount disputed by the Seller AgentSellers’ Representative within the time period set forth in the first sentence of this Section 2.16(b)). The Independent Accountant shall base its determination solely on (x) what the Seller Agent believes written submissions of the parties and shall not conduct an independent investigation and (y) the extent, if any, to be which the correct Interim EBITDA Amount, the Closing Date Indebtedness, the amount of Transaction Expenses, any amounts due as of the Closing pursuant to the Blocker Indebtedness or the Aggregate Cash Purchase Price requires adjustment (only with respect to any Disputed Matters. If a Notice of Disagreement is received by Parent the remaining disagreements submitted to the Independent Accountant) in a timely manner, then the Adjustment Statement (as revised order to be determined in accordance with this paragraph) Agreement. The determination of the Independent Accountant shall become final be final, conclusive and binding upon the Seller Agent and Parent on the earlier parties. The last date on which the Interim EBITDA Amount, the Closing Date Indebtedness, the amount of (i) Transaction Expenses, all amounts due as of the date Closing pursuant to the Seller Agent Blocker Indebtedness and Parent resolve in writing the Disputed Matters or (ii) the date any Disputed Matters Aggregate Cash Purchase Price are all finally resolved in writing by an independent international accounting firm mutually agreed upon by the Seller Agent and Parent (the “Accounting Firm”) determined in accordance with this Section 1.18(b). During the twenty (20)-day -12- period following the delivery of a Notice of Disagreement (2.16(b) is hereinafter referred to as the “Resolution Period”), the Seller Agent Determination Date.” The fees and Parent shall seek in good faith to resolve in writing the Disputed Matters. Within ten (10) days following the expiration expenses of the Resolution Period, the Seller Agent and Parent shall submit in writing Independent Accountant relating to the Accounting Firm for review any remaining Disputed Matters. The Seller Agent and Parent shall jointly request that work, if any, to be performed by the Accounting Firm render its reasoned, written decision with respect to such remaining Disputed Matters within the thirty (30)-day period following submission of such Disputed Matters to the Accounting Firm. The Accounting Firm will consider only those items and amounts set forth in the Adjustment Statement and in the Notice of Disagreement which Parent and the Seller Agent are unable to resolve during the Resolution Period; provided, that each of Parent and the Seller Agent Independent Accountant hereunder shall be entitled to make a presentation to the Accounting Firm regarding the items and amounts that they are unable to resolve. The Accounting Firm will make its determination as an expert and not an arbitrator, based solely on such presentations and not on the basis of an independent review. In making its determination, the Accounting Firm shall (i) be bound allocated by the terms and conditions of this Agreement, including Independent Accountant between the definitions of Working Capital Adjustment, Excluded Long-Term Deferred Revenue, Closing Date Indebtedness, Transaction Expenses, and the terms of this Section 1.18(b), and (ii) not assign any value with respect to a disputed amount that is greater than the highest value for such amount claimed by either the Seller Agent or Parent or that is less than the lowest value for such amount claimed by either the Seller Agent or Parent. Absent fraud or manifest error, the determination of the Accounting Firm will be conclusive and binding upon the Indemnifying Parties, the Seller Agent and Parent. The costs and fees related to such determination by the Accounting Firm, including the costs relating to any negotiations with the Accounting Firm with respect to the terms and conditions of such Accounting Firm’s engagement, will be paid by the Seller Agent Sellers’ Representative (on behalf of the Indemnifying Parties) Represented Holders), on the one hand, and Parent Parent, on an inversely proportional basisthe other hand, based upon on the relative aggregate percentage that the portions of the Disputed Matters that have been submitted contested amounts not awarded to each party bear to the Accounting Firm for resolution that ultimately are awarded in favor of the Indemnifying Parties and Parent, as the case may be, (e.g., if $100,000 is in disputeaggregate amounts contested by such party, and of that amount the Accounting Firm awards $75,000 each party shall bear its own other expenses in favor of Parent connection therewith, including its attorneys’ and $25,000 in favor of the Indemnifying Parties, then Parent will be responsible for 25%, and the Indemnifying Parties for 75%, of the costs and fees of the Accounting Firm)accountants’ fees. (c) If (i) (A) the Final Working Capital Adjustment plus the Final Closing Cash minus the Final Closing Indebtedness minus the Final Unpaid Transaction Expenses minus the amount, if any, by which the long-term deferred revenue is greater than the Excluded Long-Term Deferred Revenue (in each case, as finally determined pursuant to Section 1.18(b) above) is greater than the aggregate amount of (B) the Estimated Working Capital Adjustment plus the Estimated Closing Cash minus the Estimated Closing Indebtedness minus the Estimated Unpaid Transaction Expenses minus the amount, if any, by which the Estimated Long-Term Deferred Revenue is greater than the Excluded Long-Term Deferred Revenue (in each case, as set forth in the Closing Financial Certificate) (such amount, the “Underpayment Amount”), and (ii) the Underpayment Amount is equal to or greater than $500,000a positive number, then Parent shall disburse or cause to be disbursed to each Indemnifying Party such Indemnifying Party’s Pro Rata Share of the Adjustment Holdback Amount, and Parent shall promptly (but and in any event within five (5) Business Days Days) following the Determination Date, (i) Parent and the Sellers’ Representative shall deliver to the Escrow Agent joint written instructions executed by a duly authorized representative of each of Parent and the Sellers’ Representative directing the Escrow Agent to pay the Adjustment Escrow Funds to the Payments Administrator, and (ii) Parent shall pay an amount in cash equal to the Adjustment Amount to the Payments Administrator by wire transfer of immediately available funds, in each case to be received by the Payments Administrator on behalf of the Represented Holders for further distribution to such holders in a manner consistent with Section 2.06 and Section 2.07. (d) If the Adjustment Amount is a negative number (the absolute value of such negative number, the “Deficit Amount”) then promptly, (and in any event within five (5) Business Days) following the Determination Date, Parent and the Sellers’ Representative shall deliver to the Escrow Agent joint written instructions executed by a duly authorized representative of each of Parent and the Sellers’ Representative directing the Escrow Agent to pay: (i) first, to Parent, an amount in cash equal to the lesser of (1) the Deficit Amount and (2) the Adjustment Escrow Funds; and (ii) then, if any of the Adjustment Escrow Funds remain after payment in full to Parent pursuant to clause (i), to the Payments Administrator on behalf of the Represented Holders, the Adjustment Escrow Funds for further distribution to such final determinationholders in a manner consistent with Section 2.06 and Section 2.07. (e) The Surviving Company shall, and Parent shall cause the Surviving Company to, cause Management LLC to pay or cause to be paid to each Indemnifying Party holder of Management Class C Units (whether or not vested) cash in the aggregate amount to which such Indemnifying Party’s Pro Rata Share holder is entitled, as a result of any payments made to the Represented Holders in connection with this Section 2.16, in respect of Management Class C Units pursuant to the terms of the Underpayment AmountManagement LLC Agreement, if any (it being understood that, for such purposes, all Management Class C Units shall be deemed to be vested). Promptly following the payment of all amounts contemplated by the immediately preceding sentence, the Surviving Company shall, and Parent shall cause the Surviving Company to, take all steps necessary to cancel the Management Class C Units and dissolve Management LLC. (df) If (i) (A) Any payment pursuant to this Section 2.16 shall be treated by the Final Working Capital Adjustment plus parties for income Tax purposes as, and deemed to be, an adjustment of the Final Closing Aggregate Cash minus the Final Closing Indebtedness minus the Final Unpaid Transaction Expenses minus the amount, if any, Purchase Price unless otherwise required by which the final long-term deferred revenue is greater than the Excluded Long-Term Deferred Revenue (in each case, as finally determined pursuant toapplicable Law.