Common use of Dispute Clause in Contracts

Dispute. (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) days following receipt by Seller of the Adjustment Notice, Seller may deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputes. If Seller does not provide a Notice of Adjustment Disagreement within such ten (10) day period, such Adjustment Notice and the Final Purchase Price reflected therein will be final, conclusive and binding on the parties hereto. (ii) In the event a Notice of Adjustment Disagreement is delivered to Purchaser, Purchaser and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a Notice of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute in accordance with the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) days of such submission. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne by the parties in relative proportion to the change in Purchase Price from that calculated by each respective party.

Dispute. (i) Within ten thirty (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1030) days following receipt by Seller of the Adjustment NoticePurchase Price Statement, Seller may deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding of any alleged errors concerning dispute that Seller has with respect to the amount by which preparation or content of the Purchase Price Statement or the Final Purchase Price is to be adjusted in the Adjustment Noticereflected therein. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice Purchase Price Statement that Seller disputes and the basis for any such disputes. If Seller does not provide a Notice of Adjustment Disagreement within such ten thirty (1030) day period, such Adjustment Notice Purchase Price Statement and the Final Purchase Price reflected therein will be final, conclusive and binding on the parties hereto. (ii) In the event a Notice of Adjustment Disagreement is delivered to Purchaser, Purchaser and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice Purchase Price Statement that are not disputed deemed final, conclusive and binding on the partiesall Parties). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen thirty (1530) days after Seller delivers a Notice of Adjustment Disagreement, then Purchaser and Seller shall jointly engage Deloitte & Touche LLP (the “Independent Accounting Firm Firm”) to resolve such dispute in accordance with the standards set forth in this Section 2.3(c2.2(d). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) days of such submission. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice Purchase Price Statement and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne by the parties in relative proportion to the change in Purchase Price from that calculated by each respective party.

Dispute. (i) Within ten If the Seller objects to the Buyer’s calculation of the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, or the resulting calculation of the Purchase Price, as set forth in the Closing Date Statement, then, within thirty (1030) days following after the Purchase Price Measurement Datedelivery to the Seller of the Closing Date Statement (the “Review Period”), Purchaser the Seller shall deliver to Seller the Buyer a written notice (the a “Adjustment Dispute Notice”) listing describing, in reasonable detail, the Retained Representatives Seller’s objections to the Buyer’s calculation of the amounts set forth in the Closing Date Statement and containing a statement setting forth the calculation of the Closing Date Net Working Capital, the Working Capital Increase or Working Capital Decrease, as the case may be, and the amount resulting calculation of the Purchase Price, in each case, determined by which the Final Purchase Price is Seller to be adjusted correct and calculated pursuant to Section 2.3(b), if any. Within ten (10) days following receipt by Seller of the Adjustment Notice, Seller may deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputesAccounting Principles. If the Seller does not provide deliver a Dispute Notice to the Buyer during the Review Period, then the Buyer’s calculation of Adjustment Disagreement within such ten (10) day period, such Adjustment Notice the amounts set forth in the Closing Date Statement shall be binding and the Final Purchase Price reflected therein will be final, conclusive and binding on the parties heretoParties. (ii) In If the event Seller delivers a Notice of Adjustment Disagreement is delivered Dispute Notice, and if the Buyer and the Seller are unable to Purchaser, Purchaser and Seller shall negotiate in good faith to resolve agree upon the items specifically identified therein (with any aspects calculation of the Adjustment Notice that are not disputed deemed final, conclusive and binding on amounts set forth in the parties). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute Closing Date Statement within fifteen (15) days after Seller delivers a such Dispute Notice of Adjustment Disagreementis delivered to the Buyer, then Purchaser the Seller and Seller the Buyer shall jointly engage the Independent Accounting Firm firm of G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Arbitration Firm”) to resolve such dispute dispute. Within five (5) days after the Arbitration Firm is appointed, the Buyer shall forward a copy of the Closing Date Statement to the Arbitration Firm, and the Seller shall forward a copy of the Dispute Notice to the Arbitration Firm, together with, in accordance with each case, all relevant supporting documentation. The Arbitration Firm’s role shall be limited to resolving such objections and determining the standards correct calculations to be used on only the disputed portions of the Closing Date Statement and the Arbitration Firm shall not make any other determination, including any determination as to whether any other items on the Closing Date Statement are correct or whether the Target Net Working Capital is correct. The Arbitration Firm shall not assign a value to any item greater than the greatest value for such item claimed by the Seller or the Buyer or less than the smallest value for such item claimed by the Seller or the Buyer and shall be limited to the selection of either the Seller’s or the Buyer’s position on a disputed item (or a position in between the positions of the Seller and the Buyer) based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review. In resolving such objections, the Arbitration Firm shall apply the Accounting Principles and the provisions of this Agreement concerning the determination of the amounts set forth in this Section 2.3(c). (iii) the Closing Date Statement. The Arbitration Firm shall deliver to the Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render Buyer a written decision resolving determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the matters Arbitration Firm by the Seller and the Buyer) of the disputed items submitted to the Independent Accounting Arbitration Firm within thirty (30) days of receipt of such submissiondisputed items. The Independent Accounting determination by the Arbitration Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, of the Adjustment Notice disputed amounts and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final conclusive and binding on all parties heretothe Parties, absent manifest error. The Arbitration Firm shall act as an expert and not an arbitrator. The fees and expenses of the Independent Accounting Arbitration Firm for such determination shall be borne by the parties Seller, on the one hand, and the Buyer, on the other hand, in relative inverse proportion to the change manner in which such Person prevails on the items resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be computed by the Arbitration Firm at the time its determination of the items in dispute is rendered. For example, should the items in dispute total in amount to one thousand dollars ($1,000.00) and the Arbitration Firm awards six hundred dollars ($600.00) in favor of the Seller’s position, sixty percent (60%) of the costs and expenses of the Arbitration Firm would be borne by the Buyer and forty percent (40%) would be borne by the Seller. The Purchase Price, as finally determined pursuant to this Section 2.05(c), shall be referred to herein as the “Final Purchase Price.” (iii) If the Final Purchase Price exceeds the Estimated Purchase Price (the amount of any such excess, the “Purchase Price Increase”), then the Buyer shall, within five (5) Business Days following the final determination of the Final Purchase Price, pay the Seller the Purchase Price Increase, by wire transfer of immediately available funds in accordance with the Wire Instructions and the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller all amounts then held in the Adjustment Escrow Account in accordance with the Escrow Agreement, in each case by wire transfer of immediately available funds in accordance with the Wire Instructions. (iv) If the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “Purchase Price Decrease”), then the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Buyer from the Adjustment Escrow Account an amount equal to the Purchase Price Decrease, and (x) if the Adjustment Escrow Amount exceeds the Purchase Price Decrease, the Buyer and the Seller shall also jointly instruct the Escrow Agent to release to the Seller the remaining balance in the Adjustment Escrow Account (after giving effect to the payment to the Buyer of the Purchase Price Decrease), or (y) if the Purchase Price Decrease exceeds the Adjustment Escrow Amount (the amount of such excess, an “Escrow Deficit”), then the Seller shall pay to the Buyer, within five (5) Business Days following the final determination of the Final Purchase Price, an amount equal to such Escrow Deficit, provided, that, the Buyer, at its sole discretion, may elect to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, and if the Buyer so elects, the Buyer and the Seller shall jointly instruct the Escrow Agent to release from the Indemnification Escrow Account all or a portion of such Escrow Deficit to the Buyer (the amount of Escrow Deficit satisfied from the Indemnification Escrow Amount, the “Satisfied Amount”), all such payments contemplated by this Section 2.05(c)(iv) to be made to the Buyer shall be made by wire transfer of immediately available funds to the account designated by the Buyer; provided, that, in the event that calculated the Buyer elects to have all or a portion of the Escrow Deficit satisfied from the Indemnification Escrow Amount, the Seller shall, within five (5) Business Days of the payment to Buyer from the Indemnification Escrow Account, pay to the Escrow Agent for deposit into the Indemnification Escrow Account an amount equal to the Satisfied Amount, by each respective partywire transfer of immediately available funds. (v) If the Estimated Purchase Price equals the Final Purchase Price, then within five (5) Business Days following the final determination of the Final Purchase Price, the Buyer and the Seller shall jointly instruct the Escrow Agent to release to the Seller from the Adjustment Escrow Account an amount equal to the Adjustment Escrow Amount in accordance with the Escrow Agreement, by wire transfer of immediately available funds in accordance with the Wire Instructions.

Dispute. (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) days following receipt by Seller of the Adjustment Notice, Seller may deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputes. If Seller does not provide a Notice of Adjustment Disagreement within such ten (10) day period, such Adjustment Notice and the Final Purchase Price reflected therein will be final, conclusive and binding on the parties hereto. (ii) In the event a Notice of Adjustment Disagreement is delivered to Purchaser, Purchaser and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers party hereto receives a Notice of Adjustment DisagreementTermination, then Purchaser such party within five (5) days of the receipt thereof may notify the party sending the Notice of Termination that a Dispute exists; provided however that in the event of a cure period such five (5) day period shall commence at the end of such cure period. In particular and Seller shall jointly engage subject to the Independent Accounting Firm to resolve such dispute in accordance with the standards cure period provision set forth in this the first sentence hereof, the Executive shall have five (5) days from the receipt of Notice of Termination to challenge whether or not Good Cause or Disability existed by notifying the Company that he is submitting the Dispute to arbitration pursuant to Section 2.3(c). (iii) Seller and Purchaser 9. The Company shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within have thirty (30) days days, subject to the cure period provision set forth in the first sentence hereof, from the receipt of such submissiona Notice of Termination to challenge whether or not Good Reason existed by notifying the Executive that it is submitting the Dispute to arbitration pursuant to Section 9. The Independent Accounting Firm shall address only those items In the event the Panel appointed pursuant to Section 9 determines that the purported termination by the Company for Good Cause or Disability or by the Executive for Good Reason was in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extentfact without Good Cause or no Disability was present or for Good Reason if by the Executive, the Adjustment Notice Executive shall retain all compensation paid to him during the Dispute and be entitled to applicable severance benefits under Section 8. If a Dispute exists, and so long as the Final Purchase Price reflected therein require adjustment. The written decision Term would not have expired but for the purported termination and so long as he continues to participate in the prompt resolution of the Independent Accounting Firm Dispute the Executive shall be final and binding on all parties hereto. The fees entitled to receive his Base Salary Amount as provided under this Agreement pending resolution of the Independent Accounting Firm Dispute as provided herein. In the event the Executive prevails in the Dispute, then he shall be borne by the parties in relative proportion entitled to the change in Purchase Price from that calculated by each respective partyreceive any amounts to which he may be entitled hereunder.

Dispute. (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) 30 days following receipt by Seller of the Adjustment NoticeClosing Statement, Seller may shall deliver written notice (to Buyer of any dispute it has with respect to the “Notice preparation or content of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputesClosing Statement. If Seller does not provide notify Buyer of a Notice of Adjustment Disagreement dispute with respect to the Closing Statement within such ten (10) 30 day period, such Adjustment Notice and the Final Purchase Price reflected therein Closing Statement will be final, conclusive and binding on the parties hereto. (ii) Parties. In the event of a Notice of Adjustment Disagreement is delivered to Purchasertimely dispute notification, Purchaser Buyer and Seller shall negotiate in good faith to resolve the such dispute for a period of 30 days following such dispute notification. Any resolution reduced to writing and executed by Buyer and Seller during such 30 day period as to any disputed items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed will be final, conclusive and binding on the partiesParties for purposes of this Section 2.5. If Buyer and Seller do not resolve all disputed items by the end of such 30 day period, then Buyer and Seller will, and each acting individually will have the right to, submit for resolution the remaining items in dispute to PricewaterhouseCoopers LLP (the “Independent Accounting Firm”). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a Notice of Adjustment Disagreement, then Purchaser Buyer and Seller shall jointly engage will instruct the Independent Accounting Firm to resolve render its determination with respect to the items in dispute in a written report that specifies the conclusions of the Independent Accounting Firm as to each item in dispute and the resulting calculation of any adjustments under this Section 2.5, it being understood and agreed that the Independent Accounting Firm will evaluate and determine any such dispute adjustments in accordance with the standards set forth terms of this Agreement and will not assign any value to any item greater than the greatest value claimed for such item by either Buyer in this Section 2.3(c). (iii) the Closing Statement or Seller in a dispute notice or less than the smallest value claimed for such item by either Buyer in the Closing Statement or Seller in a dispute notice. Buyer and Purchaser shall Seller will each use commercially reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving its determination within 30 days after referral of the matters items to such firm or as soon thereafter as reasonably practicable. The Independent Accounting Firm’s determination of the calculation of any adjustments under this Section 2.5 as set forth in its report will be final, conclusive and binding on the Parties for purposes of this Section 2.5. The Independent Accounting Firm will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accounting Firm within thirty (30) days of such submissionFirm. The Independent Accounting Firm shall address only those For example, should the items in dispute. The Independent Accounting Firm shall determine, on such basis, whether dispute total in amount to $1,000 and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final and binding on all parties hereto. The fees award $600 in favor of Seller’s position, 60% of the Independent Accounting Firm shall costs of its review would be borne by Buyer and 40% of the parties in relative proportion to the change in Purchase Price from that calculated costs would be borne by each respective partySeller.

Dispute. (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) 30 days following receipt by Seller TAT of the Adjustment NoticeFinal Effective Date Balance Sheets and the Final Net Working Capital Statement, Seller TAT may deliver a written objection notice (to Buyer of any disagreement TAT has with respect to the “Notice preparation or content of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in Effective Date Balance Sheets and/or the Adjustment Final Net Working Capital Statement (such notice, an “Objection Notice”). The An Objection Notice of Adjustment Disagreement must describe in reasonable detail the items line item calculations contained in the Adjustment Notice that Seller disputes Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees and must briefly describe the basis for any such disputesdisagreement. If Seller TAT does not provide a an Objection Notice of Adjustment Disagreement to Buyer within such ten (10) 30-day period, such Adjustment Notice Final Effective Date Balance Sheets and the Final Purchase Price reflected therein Net Working Capital Statement will be final, conclusive and binding on the parties hereto. (ii) parties. In the event a an Objection Notice of Adjustment Disagreement is delivered to Purchasertimely provided, Purchaser Buyer and Seller TAT shall negotiate in good faith to resolve the disputed items specifically identified therein in the Objection Notice. If Buyer and TAT, notwithstanding such good faith efforts, fail to resolve any such disagreements within 30 days after Buyer’s receipt of an Objection Notice, then Buyer and TAT shall jointly engage the firm of Deloitte LLP, or, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer and TAT (with or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Firm”) to resolve any aspects remaining disagreements; provided, that the Arbitration Firm shall determine only the disputed items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, in resolving any such disputed items, the Arbitration Firm shall (i) be bound by the terms and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision within 30 days after the referral of the Adjustment Notice dispute(s) to the Arbitration Firm for a decision pursuant hereto, and (iii) not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Neither TAT and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TAT. The fees, costs and expenses of the Arbitration Firm shall be allocated to and borne by Buyer, on the one hand, and TAT, on the other hand, based on the inverse of the percentage that are not disputed deemed the Arbitration Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by TAT and 40% of the costs would be borne by Buyer. All determinations made by the Arbitration Firm shall be final, conclusive and binding on the parties). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a Notice of Adjustment Disagreement, then Purchaser and Seller shall jointly engage Judgment may be entered upon the Independent Accounting Firm to resolve such dispute in accordance with the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) days of such submission. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision determination of the Independent Accounting Arbitration Firm shall in any court having jurisdiction over the party against which such determination is to be final and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne by the parties in relative proportion to the change in Purchase Price from that calculated by each respective partyenforced.

Dispute. (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller The Executive may dispute such Financial Statements and/or Profit Participation Payment Statement for such Participation Year by sending a written notice (the a “Adjustment Dispute Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) days following receipt by Seller of the Adjustment Notice, Seller may deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputes. If Seller does not provide a Notice of Adjustment Disagreement within such ten (10) day period, such Adjustment Notice and the Final Purchase Price reflected therein will be final, conclusive and binding on the parties hereto. (ii) In the event a Notice of Adjustment Disagreement is delivered to Purchaser, Purchaser and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute Buyer within fifteen (15) days after Seller delivers a Buyer’s delivery to the Executive of such Financial Statements, Participation Payment Statement, and any supporting documents required to be produced pursuant to Section 3(b)(i). The Dispute Notice shall identify each disputed item on the Financial Statements or Participation Statement, specify the amount of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute in accordance with the standards and set forth in this Section 2.3(c). reasonable detail the basis for such dispute. In the event of any such disputes, Buyer and the Executive shall attempt, in good faith, to reconcile their differences, and any resolution by them as to any disputed items shall be final, binding and conclusive on the parties and shall be evidenced by a writing signed by Buyer and the Executive, including, as appropriate, revised Financial Statements (iii“Revised Financial Statements”) Seller and/or a revised Participation Payment Statement (a “Revised Participation Payment Statement”) reflecting such resolution. If Buyer and Purchaser the Executive are unable to resolve all disputed items within fifteen (15) days after the Executive’s delivery of the Dispute Notice to Buyer, then Buyer and the Executive shall use reasonable best efforts promptly evidence any resolved disputes in writing signed by Buyer and Executive and submit any remaining disputed items for final binding resolution to cause any independent accounting firm mutually acceptable to Buyer and the Independent Accounting Firm to render a written decision resolving Executive (which accounting firm has not, within the matters submitted prior sixty (60) months, provided services to the Independent Accounting Firm Executive or Cornerworld or any of their affiliates). If Buyer and the Executive are unable to agree upon an independent accounting firm within thirty (30) days after the Executive’s delivery of such submissionthe Dispute Notice to Buyer, an independent accounting firm selected by Buyer (which accounting firm has not, within the prior sixty (60) months, provided services to Executive or Cornerworld or any of their Affiliates) and an independent accounting firm selected by the Executive (which accounting firm has not, within the prior sixty (60) months, provided services to Executive or Cornerworld or any of its Affiliates) shall select an independent accounting firm that has not, within the prior sixty (60) months, provided services to Executive or Cornerworld or any of their Affiliates. The Such independent accounting firm mutually agreed upon by Buyer and the Executive or by the procedure referenced in the immediately preceding sentence, as the case may be, is hereinafter referred to as the “Independent Accounting Firm.” If any remaining disputed items are submitted to an Independent Accounting Firm shall address only those items in dispute. The for resolution, (i) each party will furnish to the Independent Accounting Firm shall determinesuch work papers and other documents and information relating to the remaining disputed items as the Independent Accounting Firm may request and are available to such party, on such basis, whether and each party will be afforded the opportunity to present to the Independent Accounting Firm any material relating to the disputed items and to what extentdiscuss the resolution of the disputed items with the Independent Accounting Firm; (ii) each party will use its good faith commercially reasonable efforts to cooperate with the resolution process so that the disputed items can be resolved within forty-five (45) days after submission of the disputed items to the Independent Accounting Firm; (iii) the determination by the Independent Accounting Firm, the Adjustment Notice as set forth in a written notice to Buyer and the Final Purchase Price reflected therein require adjustment. The Executive (which written decision notice shall include, as appropriate, Revised Financial Statements and/or a Revised Participation Payment Statement), shall be final, binding and conclusive on the parties; and (iv) the fees and disbursements of the Independent Accounting Firm shall be final allocated between Buyer and binding on all parties hereto. The fees Executive in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm shall be borne that are unsuccessfully disputed by each party (as finally determined by the parties in relative proportion Independent Accounting Firm) bears to the change in Purchase Price from that calculated by each respective partytotal amount of all disputed items submitted to the Independent Accounting Firm.

Dispute. (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) days following receipt by Seller of the Adjustment Notice, Seller may deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputes. If Seller does not provide gives a timely Objection Notice of Adjustment Disagreement within such ten (10as described in Section 2.6(b) day periodabove, such Adjustment Notice and the Final Purchase Price reflected therein will be final, conclusive and binding on the parties hereto. (ii) In the event a Notice of Adjustment Disagreement is delivered to Purchaser, then Purchaser and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)their disputes. If Purchaser and Seller, notwithstanding such good faith effort, fail Seller are unable to resolve such dispute within fifteen all disputes on or prior to the thirtieth (1530th) days day after Seller delivers a Notice the delivery of Adjustment Disagreementthe Objection Notice, then Purchaser and Seller shall, within five (5) business days thereafter, retain the Dallas office of G▇▇▇▇ ▇▇▇▇▇▇▇▇ or other accounting firm mutually agreed to by Purchaser and Seller (provided no such accounting firm shall jointly engage have any existing or past relationship with Seller or Purchaser) (the Independent Accounting “Firm”), and shall instruct the Firm to resolve such the dispute as soon as practicable, and in accordance with the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm any event within thirty (30) days of such submissiondays. The Independent Accounting Firm shall address only those decide the specific items under dispute by the parties (the “Disputed Items”), solely in disputeaccordance with the terms of this Agreement, it being understood that in making such decision, the Firm shall be functioning as an expert and not as an arbitrator. In resolving any Disputed Item, the Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm Firm’s determination shall determinebe based solely on presentations by Purchaser and Seller (i.e., not on such basis, whether independent review) and on the definitions and other terms included herein. With respect to what extentthe Closing Inventory and the Closing Cash, the Adjustment Notice and amounts in the Final Purchase Price reflected therein require adjustmentPreliminary Closing Statement shall be presumptively correct, unless clear evidence of a variation is presented. The written decision determination of the Independent Accounting Firm Disputed Items, as determined by the Firm, shall absent manifest error be final and binding on all upon the parties heretohereto and the Reconciliation Statement shall be adjusted accordingly. The fees and expenses of the Independent Accounting Firm (i) shall be borne by Seller, in the parties in relative proportion that the aggregate dollar amount of Disputed Items submitted thereto for resolution that are unsuccessfully disputed by Seller (as finally determined by the Firm) bears to the change aggregate dollar amount of such submitted Disputed Items and (ii) shall be borne by Purchaser in Purchase Price from the proportion that calculated the aggregate dollar amount of Disputed Items submitted thereto for resolution that are successfully disputed by each Seller (as finally determined by the Firm) bears to the aggregate dollar amount of such submitted Disputed Items. Purchaser and Seller and their respective partyagents shall cooperate with the Firm during its engagement and as promptly as practicable provide all documents and information reasonably requested by the Firm.

Dispute. Within thirty (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1030) days following receipt by Seller of the Adjustment NoticeClosing Statement, Seller may shall either inform Buyer in writing that the Closing Statement is acceptable or deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding Buyer of any alleged errors concerning dispute Seller has with respect to the amount by which preparation or content of the Closing Statement or the Final Net Purchase Price is to be adjusted in the Adjustment Noticereflected therein. The Notice of Adjustment Disagreement must describe in reasonable detail the items item(s) contained in the Adjustment Notice Closing Statement that Seller disputes and the basis for any such disputes. If Seller does not provide a deliver the Notice of Adjustment Disagreement to Buyer within such ten thirty (10) day 30)-day period, such Adjustment Notice Closing Statement and the Final Net Purchase Price reflected therein in the Closing Statement will be final, conclusive and binding on the parties hereto. (ii) Parties. In the event a Notice of Adjustment Disagreement is delivered to PurchaserBuyer, Purchaser Buyer and Seller shall negotiate in good faith to resolve such dispute. Any items in the items specifically identified therein (with any aspects of the Adjustment Notice that are Closing Statement not disputed in the Notice of Disagreement will be deemed final, conclusive agreed to by Buyer and binding on the parties)Seller. If Purchaser Buyer and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen thirty (1530) days after Seller delivers a the Notice of Adjustment DisagreementDisagreement to Buyer, then Purchaser Buyer and Seller jointly shall jointly engage the Independent Accounting Firm Accountant to resolve such dispute in accordance with the standards set forth in this Section 2.3(c1.6(b). (iii) . Seller and Purchaser Buyer shall use reasonable best efforts to cause the Independent Accounting Firm Accountant to render a written decision resolving the matters submitted to the Independent Accounting Firm Accountant within thirty (30) days of the making of such submission. The scope of the disputes to be resolved by the Independent Accounting Firm Accountant shall address only those items be limited to whether the item(s) in dispute. The dispute that were properly included in the Notice of Disagreement were prepared in accordance with the terms of this Agreement (including the applicable defined terms contained herein), and the Independent Accounting Firm Accountant shall determine, on such basis, whether and to what extent, extent the Adjustment Notice Closing Statement and the Final Net Purchase Price reflected therein require adjustment. The Independent Accountant is not to make any other determination, including any determination as to whether the Target Working Capital or the Estimated Working Capital is correct. The Independent Accountant’s decision shall be based solely on written decision submissions by Seller and Buyer and their respective representatives and not by independent review. The Independent Accountant shall address only those item(s) in dispute and may not assign a value greater than the greatest value for such item claimed by either Party or smaller than the smallest value for such item claimed by either Party. The Independent Accountant shall act as an expert and not as an arbitrator. The fees and disbursements of the Independent Accounting Firm Accountant shall be final paid by Buyer, on the one hand, and Seller, on the other hand, on an inversely proportional basis, based upon the relative difference between the amounts in dispute that have been submitted to the Independent Accountant and the Independent Accountant’s calculation of the Final Net Purchase Price. Solely by way of example, if Buyer claims in the Closing Statement that the Final Net Purchase Price is $1,000,000, Seller claims in the Notice of Disagreement that the Final Net Purchase Price is $1,500,000, and the Independent Accountant determines that the Final Net Purchase Price is $1,100,000, then Buyer shall pay 20% of the Independent Accountant’s fees and disbursements and Seller shall pay 80% of the Independent Accountant’s fees and disbursements. Buyer and Seller shall each pay its own fees and expenses related to such determination. All determinations made by the Independent Accountant will be final, conclusive and binding on all parties hereto. The fees of the Independent Accounting Firm Parties and shall not be borne by the parties in relative proportion subject to the change in Purchase Price from that calculated by each respective partydispute or review.

Dispute. Within sixty (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1060) days following receipt by Seller of the Adjustment NoticeFinal Closing Statement (the “Dispute Period”), Seller may shall deliver written notice (the a “Notice of Adjustment DisagreementDispute Notice”) to Purchaser regarding Buyer of any alleged errors concerning disagreement Seller has with respect to the amount by which preparation or content of the Final Purchase Price is Closing Statement. Notwithstanding anything herein to the contrary, the timeline for Seller to provide the Dispute Notice shall be adjusted extended on a day-for-day basis in the Adjustment Notice. The case of any undue material delay by Buyer in providing Seller access to materials reasonably requested by Seller pursuant to Section 2.3(d) if such material delay actually and materially impairs Seller from delivering a Dispute Notice of Adjustment Disagreement must describe in reasonable detail within the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputesDispute Period. If Seller does not provide Buyer with a Dispute Notice of Adjustment Disagreement related to the Final Closing Statement within such ten (10) day periodthe Dispute Period, such Adjustment Notice and the Final Purchase Price reflected therein Closing Statement will be final, conclusive and binding on the parties hereto. (ii) Parties. In the event Seller provides Buyer with a Notice of Adjustment Disagreement is delivered to PurchaserDispute Notice, Purchaser Buyer and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)disagreements related thereto. If Purchaser Buyer and Seller, notwithstanding such good faith effort, fail to resolve such dispute any disagreement contained in the Dispute Notice within fifteen thirty (1530) days after Seller delivers a Notice of Adjustment Disagreementprovides Buyer with such Dispute Notice, then Purchaser Buyer and Seller jointly shall engage and instruct a nationally recognized firm of independent accountants as may be mutually acceptable to Buyer and Seller (the “Accounting Firm”) to resolve any such unresolved disagreement(s). Seller and Buyer shall jointly instruct the Accounting Firm that it (i) shall review only the unresolved disagreements contained in the Dispute Notice, (ii) shall make its determination based upon the terms and conditions set forth in this Section 2.3, Exhibit B and the defined terms contained herein, (iii) shall render its decision within sixty (60) days after the referral of the dispute to the Accounting Firm for a decision pursuant hereto, or such longer time period as mutually agreed to by the Parties, (iv) shall not assign a value to any item greater than the greatest value for such item claimed by either Party in the Final Closing Statement or the Dispute Notice or less than the smallest value for such item claimed by either Party in the Final Closing Statement or the Dispute Notice, and (v) shall make its decision solely on written materials submitted by the Parties, including any responses to interrogatories issued by the Accounting Firm, and shall not conduct an independent review. As promptly as practicable following the Accounting Firm’s engagement, B▇▇▇▇ and Seller shall jointly engage each prepare and submit a written presentation to the Independent Accounting Firm. Within ten (10) Business Days following delivery of the presentations, Buyer and Seller may each submit a written response to the other Party’s presentation. As soon as practicable thereafter, the Accounting Firm to resolve such dispute shall render a written decision based solely on the respective presentations setting forth in accordance reasonable detail the basis for its decision. Neither Seller, Buyer nor the Company (and none of their respective representatives) shall have any ex parte conversation(s) or meeting(s) with the standards Accounting Firm without the prior consent of (x) with respect to Seller, Buyer and (y) with respect to Buyer or the Company, Seller. The fees, costs and expenses of the Accounting Firm shall be allocated to and borne by B▇▇▇▇, on the one hand, and Seller, on the other hand, based on the inverse of the percentage that the Accounting Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Accounting Firm. For example, should the items in dispute total $1,000 and the Accounting Firm awards $600 in favor of B▇▇▇▇’s position, sixty percent (60%) of the costs of its review would be borne by Seller, and forty percent (40%) of the costs would be borne by Buyer. All determinations made by the Accounting Firm shall be final, conclusive and binding on the Parties. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. The process set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts be the exclusive remedy of the Parties for any disputes related to cause the Independent Accounting Firm items required to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) days of such submission. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, be reflected on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision Closing Statement or included in the calculation of the Independent Accounting Firm shall be final Net Working Capital, Closing Cash Balance, Company Debt and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne by the parties in relative proportion to the change in Purchase Price from that calculated by each respective partySelling Expenses.

Dispute. (ia) Within The Closing Statement, and the amounts set forth therein, shall be final and binding on the parties hereto (excluding any manifest error in the calculation of the Purchase Price, as calculated pursuant to Section 2.06(a)(vii) above) unless, within thirty (30) days after receipt by Seller of the Closing Statement, Seller shall deliver a written notice to Buyer of its disagreement with the preparation or calculation of or any line item in, as applicable, the Closing Balance Sheet, Closing Tangible Common Equity, Closing Purchase Price Premium, Closing Loan Reserve Adjustment, Closing Loan ▇▇▇▇ Amount, Closing Transaction Expenses, and specifying the amount of the proposed adjustment for each item in dispute and the substance of any disagreement asserted in reasonable detail (the “Notice of Disagreement”). Seller shall be deemed to have agreed with Buyer’s preparation or calculation of or any line item in, as applicable, the Closing Balance Sheet, Closing Tangible Common Equity, Closing Purchase Price Premium, Closing Loan Reserve Adjustment, Closing Loan ▇▇▇▇ Amount, and Closing Transaction Expenses, in each case, other than as specified in the Notice of Disagreement. Any Notice of Disagreement may reference only disagreements based on mathematical errors or based on amounts not being calculated in accordance with Section 2.06(b) and the defined terms referenced therein. (b) If the Notice of Disagreement is timely delivered by Seller as provided herein, Buyer, on the one hand, and Seller, on the other hand, will, during the fifteen (15) days following delivery of the Notice of Disagreement, use their reasonable best efforts to reach agreement on any disputed items or amounts set forth in the Notice of Disagreement or any reasonably related item. For the purposes of complying with this Section 2.07(b), after the Closing and until any disputes with respect the Closing Balance Sheet, Closing Tangible Common Equity, Closing Purchase Price Premium, Closing Loan Reserve Adjustment, Closing Loan ▇▇▇▇ Amount and Closing Transaction Expenses are resolved in accordance with this Section 2.07(b), Buyer shall provide Seller and its Representatives upon prior written request and reasonable notice of Seller, reasonable access to the Companies’ work papers and any work papers of the Companies’ independent accountants, in each case, to the extent used in the preparation of the Closing Statement or the Reference Balance Sheet, and Buyer shall make reasonably available to Seller and its Representatives relevant personnel of the Companies responsible for the preparation of the Closing Statement, in each case, to the extent reasonably necessary for, and for the sole purpose of, assisting in Seller’s review of the Closing Statement; provided that the independent accountants of the Companies shall not be obligated to make any work papers available to Seller unless and until Seller has signed a customary agreement relating to access to work papers in form and substance reasonably acceptable to such independent accountants. If Seller and Buyer reach a written agreement with respect to all of the disputed items (including any dispute with respect to any error in the calculation of the Purchase Price), Seller and Buyer shall mutually revise the Closing Statement to effect such agreement and the resulting calculation of the Final Purchase Price in accordance therewith, and such revised Closing Statement shall be final and binding upon the parties. (c) If Buyer and Seller are unable to reach agreement on the disputed items or amounts on the Closing Statement during the period described above, they shall promptly thereafter designate a firm of independent accountants from the list set forth on Section 2.07(c) of the Seller Disclosure Schedule (the “Audit Firm”) to review the Closing Balance Sheet, Closing Tangible Common Equity, Closing Purchase Price Premium, Closing Loan Reserve Adjustment, Closing Loan ▇▇▇▇ Amount and Closing Transaction Expenses the disputed items or amounts and the Reference Balance Sheet for purposes of determining the Closing Balance Sheet, Closing Tangible Common Equity, Closing Purchase Price Premium, Closing Loan Reserve Adjustment, Closing Loan ▇▇▇▇ Amount and Closing Transaction Expenses. If Buyer and Seller do not agree on the selection of the Audit Firm within ten (10) Business Days following the end of the fifteen (15)-day period described above, Buyer and Seller shall, no later than five (5) Business Days following such ten (10) Business Day period, jointly request the American Arbitration Association (or successor thereof) to select a firm from the list set forth on Section 2.07(c) of the Seller Disclosure Schedule, having no business relationship with any party hereto (or their Affiliates) that would reasonably be expected to result in a conflict of interest under applicable professional responsibility rules that the parties, acting reasonably, do not waive, to serve as the Audit Firm. At the time of submission of the dispute to the Audit Firm, Buyer and Seller will each submit a written statement setting forth in such detail as they deem appropriate their respective positions with respect to only the remaining disputed items and amounts. Each party also shall have the opportunity to submit a written response to the other party’s written statement, not later than ten (10) days following the date of receipt of the other party’s initial written statement. There will be no ex parte communications between Buyer or Seller and the Audit Firm with respect to the disputed matters, other than written answers by the parties to written questions from the Audit Firm. All written communications to or from the Audit Firm and Buyer or Seller will be delivered simultaneously to the other party. In determining the Closing Balance Sheet, Closing Tangible Common Equity, Closing Purchase Price Measurement DatePremium, Purchaser Closing Loan Reserve Adjustment, Closing Loan ▇▇▇▇ Amount and Closing Transaction Expenses, the Audit Firm (i) shall deliver to Seller a written notice (be bound solely by the “Adjustment Notice”) listing the Retained Representatives Reference Balance Sheet and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) days following receipt by Seller of the Adjustment Notice, Seller may deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputes. If Seller does not provide a Notice of Adjustment Disagreement within such ten (10) day period, such Adjustment Notice and the Final Purchase Price reflected therein will be final, conclusive and binding on the parties hereto. (ii) In shall consider only those items or amounts in the event a Notice of Adjustment Disagreement is delivered Closing Balance Sheet, Closing Tangible Common Equity, Closing Purchase Price Premium, Closing Loan Reserve Adjustment, Closing Loan ▇▇▇▇ Amount and Closing Transaction Expenses as to Purchaser, Purchaser which Seller and Seller shall negotiate Buyer have disagreed and which remain in good faith to resolve dispute at the items specifically identified therein (with any aspects end of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the partiesprocess described in Section 2.07(b). If Purchaser The determination of the Audit Firm with respect to each item remaining in dispute with respect to the Closing Balance Sheet, Closing Tangible Common Equity, Closing Purchase Price Premium, Closing Loan Reserve Adjustment, Closing Loan ▇▇▇▇ Amount and Closing Transaction Expenses shall be within the range represented by Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a Notice of Adjustment Disagreement, then Purchaser ’s and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute in accordance with the standards Buyer’s respective positions as set forth in this Section 2.3(c). (iii) Seller their respective written communications and/or the Closing Balance Sheet, Closing Tangible Common Equity, Closing Purchase Price Premium, Closing Loan Reserve Adjustment, Closing Loan ▇▇▇▇ Amount, Closing Transaction Expenses and Purchaser the Notice of Disagreement, respectively. The parties shall use reasonable best efforts to cause the Independent Accounting Audit Firm to render a written decision resolving the matters submitted deliver to the Independent Accounting Firm Buyer and Seller, as promptly as practicable, and in any event within thirty (30) days days, after referral of such submissionthe disputed matters to the Audit Firm a written report setting forth its determination with respect to each of the disputed matters as provided in this Section 2.07(c). The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision determination of the Independent Accounting Audit Firm shall be final final, binding and binding on all parties heretoconclusive, shall not be subject to appeal and shall be deemed to have been accepted by Buyer and Seller, subject only to manifest error. The fees and expenses of the Independent Accounting Audit Firm shall be borne by Buyer, on the parties one hand, and by Seller, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Audit Firm, which allocation shall be calculated on an aggregate basis based on the relative proportion dollar values of the amounts in dispute and shall be determined by the Audit Firm at the time the Audit Firm renders its determination on the merits of the matters submitted to it. Following delivery of the change in Audit Firm’s determination, Buyer and Seller shall mutually revise the Closing Statement to effect the calculation of the Final Purchase Price from that calculated in accordance therewith. The fees and disbursements of the Representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by each respective such party.

Dispute. (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) 10 days following receipt by Seller the Company of the Adjustment NoticeInitial Cash Statement, Seller may the Company shall deliver written notice to Buyer of any dispute it has with respect to the Initial Cash Statement (the “Notice of Adjustment DisagreementCash Statement Objection”) setting forth a specific description of the basis of the Cash Statement Objection, the adjustments to Purchaser regarding any alleged errors concerning the amount by Initial Cash Statement which the Company believes should be made, and the Company’s calculation of the Final Purchase Price is to be adjusted Cash. The Buyer will assist and cooperate with the Company in the Adjustment Noticepreparation of any Cash Statement Objection. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any During such disputes. If Seller does not provide a Notice of Adjustment Disagreement within such ten (10) -day period, subject to the Company’s confidentiality obligations under the Non-Compete Agreement, the Buyer shall, at the request of the Company, on reasonable prior notice from the Company and during normal business hours, afford the Company reasonable access to the books and records with respect to the Business (to the extent relevant to the determination of the Final Cash) and otherwise reasonably cooperate with the Company in connection with its preparation of any Cash Statement Objection. The Company shall be deemed to have accepted any items not specifically disputed in the Cash Statement Objection. Failure to so notify Buyer within such Adjustment Notice 10-day period shall constitute acceptance and approval of Buyer’s calculation of the Final Cash. Buyer shall have 10 days following the date it receives the Cash Statement Objection to review and respond to the Cash Statement Objection. If the Company and the Final Purchase Price reflected therein Buyer are unable to resolve all of their disagreements with respect to the determination of the foregoing items by the 10th day following Buyer’s response thereto, after having used their commercially reasonable efforts to reach a resolution, they shall refer their remaining differences to Ernst & Young LLP or, if such firm refuses to accept such engagement (or such firm is, at the relevant time, doing any work for the Buyer or the Company), another nationally recognized firm of independent public accountants as to which the Company and the Buyer mutually agree acting promptly and in good faith (in either case, the “CPA Firm”). The CPA Firm shall, acting as experts in accounting and not as arbitrators, determine on a basis consistent with the calculation of the Estimated Cash, and only with respect to the specific remaining accounting-related differences so submitted, whether and to what extent, if any, the Initial Cash Statement requires adjustment. The Buyer and the Company each agree to execute, if requested by the CPA Firm, a reasonable engagement letter. The Company and the Buyer shall request the CPA Firm to render its determination within 45 days. All fees and expenses of the CPA Firm relating to this work shall be borne 50% by the Company and 50% by the Buyer. All determinations made by the CPA Firm will be limited to the matters submitted to the CPA Firm by the Buyer and the Company and shall be final, conclusive and binding on the parties hereto. and neither the Buyer nor the Company nor any of their respective Affiliates shall seek further recourse to courts or other tribunals, other than to enforce the CPA Firm’s determination. Judgment may be entered to enforce such report in any court of competent jurisdiction. The Company and the Buyer shall make reasonably available to the CPA Firm all relevant books and records, any work papers (including those of the parties’ respective accountants) and supporting documentation relating to the Initial Cash Statement and all other items reasonably requested by the CPA Firm. The “Final Cash Statement” shall be (i) the Initial Cash Statement in the event that (A) no Cash Statement Objection is delivered to Buyer during the initial 10-day period specified above or (B) the Company and the Buyer so agree, (ii) In the event a Notice of Adjustment Disagreement is delivered to PurchaserInitial Cash Statement, Purchaser and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a Notice of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute adjusted in accordance with the standards set forth Cash Statement Objection, in this Section 2.3(c). the event that (A) Buyer does not respond to the Cash Statement Objection during the 10-day period specified above following receipt by Buyer of the Cash Statement Objection or (B) the Company and the Buyer so agree or (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted Initial Cash Statement, as adjusted pursuant to the Independent Accounting Firm within thirty (30) days agreement of such submission. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice Buyer and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne Company or as adjusted by the parties in relative proportion CPA Firm together with any other modifications to the change in Purchase Price from that calculated Initial Cash Statement agreed upon by each respective partythe Company and the Buyer.

Dispute. (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) days following receipt by Seller of the Adjustment Notice, Seller may deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputes. If Seller either Party does not provide a Notice of Adjustment Disagreement within such ten (10) day periodagree with the Working Capital Inaccuracies, such Adjustment Notice and opposing Party shall so inform the Final Purchase Price reflected therein will be final, conclusive and binding on the parties hereto. (ii) In the event a Notice of Adjustment Disagreement is delivered to Purchaser, Purchaser and Seller shall negotiate other Party in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute writing within fifteen (15) days Business Days after Seller’s receipt thereof, such writing to set forth the objections of Seller delivers in reasonable detail. If Seller and Buyer cannot reach agreement as to any disputed matter relating to the Working Capital Inaccuracies within fifteen (15) Business Days after such notification of a Notice of Adjustment Disagreementdispute, then Purchaser they shall forthwith refer the dispute to the Independent Accountant. If the Independent Accountant is unwilling to so serve, Buyer and Seller shall jointly engage select an accounting firm of recognized standing in the United States by lot (after excluding their respective regular outside accounting firms). The Independent Accounting Firm Accountant shall offer the Parties the opportunity to resolve such dispute in accordance with provide written, and if desired, oral, submissions regarding their positions as to the standards set forth in this Section 2.3(c). (iii) Seller amount of, and Purchaser computation of, the Working Capital Inaccuracies, which written and/or oral submissions shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted be provided to the Independent Accounting Firm within thirty Accountant, if at all, no later than ten (3010) days Business Days after the date of such submissionreferral of the dispute to the Independent Accountant. The determination of the Independent Accountant shall be made as an expert and not as an arbiter and shall be based solely on the written submissions by the Parties and their respective representatives, and the determination shall not be by independent review. The Independent Accounting Firm Accountant shall address deliver a written report resolving only those items the amount of the Working Capital Inaccuracies and setting forth the basis for such resolution within twenty (20) days after the Parties have submitted orally and/or in disputewriting (or have had the opportunity to submit orally and/or in writing but have not submitted) their positions as to the amount of, and computation of, the Working Capital Inaccuracies. In preparing its report, the Independent Accountant shall not assign a value to the Working Capital Inaccuracies other than one that is or is between the values submitted by Seller, on the one hand, or Buyer, on the other hand. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm Accountant under this clause (iii) with respect to the Working Capital Inaccuracies shall be deemed final and conclusive and shall be binding on all parties heretoupon the Parties. The In addition, if the other Party does not object to the Working Capital Inaccuracies within the fifteen (15) Business Day period referred to above, the Working Capital Inaccuracies shall be deemed final and conclusive and binding upon the Parties. Seller and Buyer shall pay their own respective costs and expenses incurred in connection with the matters described in this Section 3(c), provided that the fees and expenses of the Independent Accounting Firm Accountant selected to calculate the Working Capital Inaccuracies pursuant to Section 3(c)(iii) shall be borne by Seller and Buyer on a pro rata basis based on the parties degree to which the Independent Accountant has accepted their respective positions (which shall be determined by and set forth in relative proportion to the change in Purchase Price from that calculated by each respective partywritten report of the Independent Accountant).

Dispute. Notwithstanding the foregoing, if prior to 5:00 p.m. (iNew York time) Within ten on the fourth Business Day after the date on which the Non-Claiming Party receives the Escrow Agent Notice, written notification is delivered to the Escrow Agent from the Non-Claiming Party (10) days following with a copy simultaneously delivered to the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice party delivering the Claim Notice (the “Adjustment Claiming Party”)) stating that the Non-Claiming Party disputes in good faith the truth or accuracy of any statement contained in the Claim Notice (the “Dispute Notice”) listing ), which Dispute Notice shall include the Retained Representatives basis of such dispute in reasonable detail, then the Escrow Agent shall hold the Assignor Payment Amount specified in the Assignor Claim Notice or the Buyer Payment Amount, as applicable specified in the Assignee Claim Notice pending a resolution, as hereafter provided. If within ten business days after delivery of the Dispute Notice, the Claiming Party and the amount by which Non-Claiming Party do not deliver to the Final Purchase Price Escrow Agent joint instructions regarding the payment of the Assignor Payment Amount set forth in the Assignor Claim Notice or the Buyer Payment Amount, as applicable set forth in the Assignee Claim Notice, then the matter shall be promptly submitted to a mediator that is acceptable to be adjusted pursuant to Section 2.3(bboth the Claiming Party and the Non-Claiming Party (the “Mediator”), together with a copy of the Claim Notice and the Dispute Notice and such other specific documentation, if any, as the Mediator shall request. Within The Mediator shall resolve the dispute within ten (10) business days following receipt by Seller thereafter and shall direct the Escrow Agent to pay the Assignor Payment Amount set forth in the Assignor Claim Notice, or the Buyer Payment Amount, as applicable, as set forth in the Assignee Claim Notice, according to such resolution. The costs of the Adjustment NoticeMediator shall be paid fifty percent (50%) by each of the Claiming Party and the Non-Claiming Party; provided that Assignee and Assignors hereby agree and direct that in connection with any such resolution by the Mediator which determines that the Dispute Notice was made in bad faith by the Non-Claiming Party, Seller may deliver written notice the Non-Claiming Party shall pay one hundred percent (100%) of the “Notice costs of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment NoticeMediator. The Notice decision of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputes. If Seller does not provide a Notice of Adjustment Disagreement within such ten (10) day period, such Adjustment Notice and the Final Purchase Price reflected therein will Mediator shall be final, conclusive final and binding on the parties hereto. (ii) . In the event a Notice of Adjustment Disagreement is delivered the parties are unable to Purchaser, Purchaser and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding jointly agree on the parties). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute appointment of a Mediator within fifteen twenty (1520) business days after Seller delivers delivery of a Notice Dispute Notice, such matter shall be submitted to binding arbitration as provided in this Section 6(d), which shall be the sole and exclusive method of Adjustment Disagreement, then Purchaser and Seller resolving such dispute. Arbitration shall jointly engage the Independent Accounting Firm to resolve such dispute be conducted in accordance with the standards set forth commercial arbitration rules (the “Rules”) of the American Arbitration Association (the “AAA”) then in this Section 2.3(c). effect, except as modified herein. The arbitration shall be conducted before three arbitrators, of whom each party shall appoint one arbitrator within ten (iii10) Seller days of the receipt by the respondent of the demand for arbitration. The two arbitrators appointed by the parties shall appoint a third arbitrator, who shall serve as chair of the arbitral tribunal, within ten (10) days of the appointment of the second arbitrator. If any arbitrator is not appointed within the time limits provided herein and Purchaser in the Rules, such arbitrator shall use reasonable best efforts to cause be appointed by the Independent Accounting Firm to render AAA by using a written decision resolving list striking and ranking procedure in accordance with the matters submitted to Rules. Any arbitrator appointed by the Independent Accounting Firm AAA shall be experienced as an arbitrator. The hearing shall be held, if possible, within thirty (30) days of such submissionthe appointment of the third arbitrator. The Independent Accounting Firm costs of arbitration shall address only those items in disputebe paid fifty percent (50%) by each of the Claiming Party and the Non-Claiming Party. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm arbitration provisions set forth herein shall be final and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne governed by the parties in relative proportion to the change in Purchase Price from that calculated by each respective partyFederal Arbitration Act, 9 U.S.C. § 1 et seq.

Dispute. (i) Within ten (10) 30 days following delivery of the Purchase Price Measurement DateClosing Statement by Buyer, Purchaser shall if the Stockholder Representative has any objection to Buyer’s calculation of the Closing Net Assets or any other items set forth in the Closing Statement, the Stockholder Representative will deliver to Seller Buyer a written notice statement setting forth the Stockholder Representative’s objections to the Closing Statement (an “Objections Statement”), which statement will identify in reasonable detail those items and amounts to which the Stockholder Representative objects (the “Adjustment NoticeDisputed Items”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) days following receipt by Seller of the Adjustment Notice, Seller may deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputes. If Seller the Stockholder Representative does not provide a Notice of Adjustment Disagreement deliver an Objections Statement to Buyer within such ten (10) 30 day period, such Adjustment Notice and the Final Purchase Price reflected therein Closing Statement as prepared by Buyer will be final, conclusive binding and binding on non-appealable by the parties hereto. (ii) In parties. If the event a Notice of Adjustment Disagreement is delivered to PurchaserStockholder Representative delivers an Objections Statement, Purchaser the Stockholder Representative and Seller shall Buyer will negotiate in good faith to resolve any Disputed Items. If the items specifically identified therein (Stockholder Representative and Buyer are not able to reach a final resolution with respect to any aspects Disputed Item within 30 days after the delivery of the Adjustment Notice that are not disputed deemed finalObjections Statement to Buyer, conclusive the Stockholder Representative and binding on Buyer will jointly engage BDO S▇▇▇▇▇▇ (the parties)“Accounting Firm”) to resolve any unresolved Disputed Items. If Purchaser and Sellerthe parties submit any unresolved Disputed Items to the Accounting Firm, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) 30 days after Seller delivers the date on which any unresolved Disputed Items were submitted to the Accounting Firm for resolution, each party will submit to the Accounting Firm a Notice written statement with its position on each Disputed Item (which, in the case of Adjustment DisagreementBuyer, then Purchaser will be consistent with the position taken in the Closing Statement and, in the case of the Stockholder Representative, will be consistent with the position taken in the Objections Statement), together with such supporting documentation as may be reasonably requested by the Accounting Firm. The Stockholder Representative and Seller shall jointly engage Buyer will each be entitled to meet with the Independent Accounting Firm and will each use their respective commercially reasonable efforts to cause the Accounting Firm to resolve such dispute as soon as practicable, but in accordance any event within 30 days after the date on which the Accounting Firm receives the statements prepared by the Stockholder Representative and Buyer. The Accounting Firm will determine the amount of the Closing Net Assets based upon the terms of this Agreement and the accounting principles used to prepare the 2011 Audited Financial Statements and its final determination will be, in the aggregate, neither more favorable to Buyer than the position taken by Buyer in the Closing Statement, nor more favorable to the Stockholder Representative than the position taken by the Stockholder Representative in the Objections Statement. The Accounting Firm will provide a calculation of the Closing Net Assets to both parties based on its resolution of the Disputed Items, and the Closing Net Assets as so calculated will be final, binding and non-appealable by the parties. Each party will bear its own costs and expenses in connection with the standards set forth in this Section 2.3(c). (iii) Seller resolution of any such dispute by the Accounting Firm. The costs and Purchaser shall use reasonable best efforts to cause expenses of the Independent Accounting Firm to render a written decision resolving will be paid (i) by Buyer if the matters submitted to Accounting Firm’s calculation results in no adjustment being made under Section 2.6(d) , and (ii) by the Independent Accounting Firm within thirty (30) days of Stockholder Representative if any adjustment is made under Section 2.6(d). Any such submission. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, costs payable by the Adjustment Notice and Stockholder Representative may be paid by the Final Purchase Price reflected therein require adjustment. The written decision Escrow Agent from the Escrow Fund upon the direction of the Independent Accounting Firm shall be final and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne by the parties in relative proportion to the change in Purchase Price from that calculated by each respective partyStockholder Representative.

Dispute. (i) Within ten (10) days following the Purchase Price Measurement DateThe Final Closing Statement, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which amounts set forth therein, shall be final and binding on the Final Purchase Price is to be adjusted pursuant to Section 2.3(b)parties hereto unless, if any. Within ten within thirty (1030) days following Business Days after receipt by Seller of the Adjustment NoticeFinal Closing Statement, Seller may shall deliver a written notice to Buyer of its disagreement with the calculation of any of the line items in the Final Closing Statement that specifies the amount of the proposed adjustment for each line item in dispute and the substance of any disagreement asserted in reasonable detail (the “Notice of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice). The Notice of Adjustment Disagreement must describe shall only set forth objections based on (x) arithmetic error or (y) the Final Closing Statement not being prepared (A) in reasonable detail accordance with the definition of Net Working Capital and/or the Reference Closing Statement, as applicable, and (B) in a manner consistent with the preparation of, and in the same form and containing the same line items as, the Reference Closing Statement. Seller shall be deemed to have agreed with all items and amounts contained in the Adjustment Notice that Seller disputes Final Closing Statement and the basis for any such disputescalculations set forth therein, other than as specified in the Notice of Disagreement. If Seller does not provide a the Notice of Adjustment Disagreement is timely delivered by Seller as provided herein, Buyer, on the one hand, and Seller, on the other hand, will, during the fifteen (15) Business Days following delivery of the Notice of Disagreement, use their commercially reasonable efforts to reach agreement on the disputed items or amounts set forth in the Notice of Disagreement, which shall be resolved within such ten (10) day periodthe range represented by Buyer’s and Seller’s respective positions. For the purposes of complying with this Section 2.5(b)(i), such Adjustment Notice after the Closing and until any disputes with respect to the Final Purchase Price reflected therein will Closing Statement are resolved in accordance with this Section 2.5(b), Buyer shall provide Seller and its Representatives, upon prior written request of Seller, reasonable access to Buyer’s work papers and any work papers of Buyer’s independent accountants, in each case, to the extent used in the preparation of the Final Closing Statement, and Buyer shall make reasonably available to Seller and its Representatives relevant Buyer personnel responsible for the preparation of the Final Closing Statement, in each case, to the extent reasonably necessary for, and for the sole purpose of, assisting in Seller’s review of the Final Closing Statement; provided that the independent accountants of Buyer shall not be final, conclusive obligated to make any work papers available to Seller or its Representatives unless and binding on the parties heretountil Seller has signed a customary agreement relating to access to work papers in form and substance reasonably acceptable to such independent accountants. (ii) In the event a Notice of Adjustment Disagreement is delivered to Purchaser, Purchaser If Buyer and Seller are unable to reach agreement on the Final Closing Statement during the fifteen (15)-Business Day period described above, they shall negotiate in good faith promptly thereafter designate a firm of independent accountants (the “Audit Firm”) of nationally recognized standing reasonably satisfactory to resolve Buyer and Seller to review this Agreement and the disputed items specifically identified therein (with any aspects or amounts for the purpose of calculating the Final Closing Statement. If Buyer and Seller do not agree on the selection of the Adjustment Notice that are not disputed deemed finalAudit Firm within ten (10) Business Days following the end of the fifteen (15)-Business Day period described above, conclusive and binding on either party may request the parties). If Purchaser and SellerAmerican Arbitration Association to appoint, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers from this request, a Notice firm of Adjustment Disagreementindependent public accountants of nationally recognized standing with significant experience relating to purchase price adjustments in the financial services industry, then Purchaser which is independent of each of Buyer and Seller, to serve as the Audit Firm. At the time of submission of the dispute to the Audit Firm, Buyer and Seller will each submit a written statement setting forth in such detail as they deem appropriate their respective positions with respect to only the disputed matters. There will be no ex parte communications between Buyer or Seller and the Audit Firm with respect to the disputed matters, other than written answers by the parties to written questions from the Audit Firm. All written communications to or from the Audit Firm and Buyer or Seller will be delivered simultaneously to the other party. In determining the Final Closing Statement, the Audit Firm (1) shall jointly engage be bound by the Independent Accounting Firm to resolve such dispute in accordance with the standards definitions and other applicable provisions set forth in this Section 2.3(c). Agreement, (iii2) shall consider only those items or amounts in the Final Closing Statement as to which Seller has disagreed, as set forth in the Notice of Disagreement, and Purchaser (3) shall base its review solely on the written statements prepared by the parties and supporting documents provided by the parties and the responses to any written questions from the Audit Firm. The decision of the Audit Firm shall not be based on an independent examination or audit of the financial or accounting records of the ACRE Companies or their respective predecessors or legal discovery process. The determination of the Audit Firm with respect to each line item in dispute with respect to the Final Closing Statement shall be within the range represented by Buyer’s and Seller’s respective positions as set forth in the Final Closing Statement and the Notice of Disagreement, respectively. The parties shall use commercially reasonable best efforts to cause the Independent Accounting Audit Firm to render a written decision resolving the matters submitted deliver to the Independent Accounting Firm Buyer and Seller, as promptly as practicable, and in any event within thirty (30) days days, after referral of such submissionthe disputed matters to the Audit Firm a written report setting forth its determination with respect to each of the disputed matters as provided in this Section 2.5(b)(ii). The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision determination of the Independent Accounting Audit Firm shall be final final, binding and binding on all parties heretoconclusive, shall not be subject to appeal and shall be deemed to have been accepted by Buyer and Seller, subject only to manifest error. The fees and expenses of the Independent Accounting Audit Firm shall be borne by Buyer, on the parties one hand, and by Seller, on the other hand, in relative inverse proportion as they may prevail on the matters resolved by the Audit Firm, which allocation shall be determined by the Audit Firm at the time the Audit Firm renders its determination on the merits of the matters submitted to the change in Purchase Price from that calculated by each respective partyit.

Dispute. (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) days following receipt by Seller of the Adjustment Notice, Seller may deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputes. If Seller does not provide delivers a Closing Balance Sheet Dispute Notice of Adjustment Disagreement within such ten (10) day period, such Adjustment Notice and the Final Purchase Price reflected therein will be final, conclusive and binding on the parties hereto. (ii) In the event a Notice of Adjustment Disagreement is delivered to Purchaser, Purchaser and Seller shall negotiate attempt to reconcile the parties’ differences set forth in good faith the Closing Balance Sheet Dispute Notice, and any resolution by them as to resolve any disputed amounts set forth in the items specifically identified therein (with any aspects of the Adjustment Closing Balance Sheet Dispute Notice that are not disputed deemed shall be final, binding and conclusive and binding on the parties)parties for all purposes of determining the purchase prices and the payments required pursuant to this Section 1.4. If Purchaser and Seller, notwithstanding such good faith effort, fail Seller are unable to resolve such dispute reach a resolution within fifteen thirty (1530) days after Seller delivers a Notice the delivery of Adjustment Disagreementthe Closing Balance Sheet Dispute Notice, then Purchaser and Seller shall jointly engage submit their respective determinations and calculations and the Independent Accounting Firm to resolve such dispute in accordance with the standards items set forth in this Section 2.3(cthe Closing Balance Sheet Dispute Notice remaining in dispute for resolution to PricewaterhouseCoopers Aarata or another independent accounting firm of international reputation mutually acceptable to Purchaser and Seller (the “Independent Accounting Firm”). (iii) Seller and Purchaser . The parties shall use reasonable best efforts to cause the Independent Accounting Firm to render submit a written decision resolving the matters submitted report to the Independent Accounting Firm Purchaser and Seller with a determination regarding such remaining disputed items, within thirty (30) days after submission of the matter, and such submissionreport shall be final, binding and conclusive on Purchaser and Seller. In resolving any matters in dispute, the Independent Accounting Firm may only assign a value to any item in dispute within the range of the greatest value and the smallest value for such matters assigned by Purchaser or Seller. The Independent Accounting Firm shall address only those items in dispute. The Firm’s determination will be based solely on presentations by Purchaser, Seller and their respective advisors and the responses of Purchaser, Seller and their respective advisors to questions to the Independent Accounting Firm in connection with such review, and shall determine, on such basis, whether and to what extent, not involve the Adjustment Notice and the Final Purchase Price reflected therein require adjustmentIndependent Accounting Firm’s independent review. The written decision fees, costs and expenses of the Independent Accounting Firm shall be final and binding on all parties hereto. The fees of in resolving the Independent Accounting Firm remaining disputed items shall be borne equally by the parties in relative proportion to the change in Purchase Price from that calculated by each respective partyPurchaser and Seller.

Dispute. Within thirty (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1030) days following receipt by Seller of a Closing Statement, the Adjustment Notice, Seller may receiving party thereof shall deliver to the delivering party thereof written notice (if the “Notice of Adjustment Disagreement”) to Purchaser regarding receiving party disputes any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted calculation or item set forth in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputesClosing Statement. If Seller the receiving party does not provide so notify the delivering party of such a Notice of Adjustment Disagreement dispute with respect to such Closing Statement within such ten thirty (10) day 30)-day period, such Adjustment Notice and the Final Purchase Price reflected therein Closing Statement will be final, conclusive and binding on the parties hereto. (ii) respective Parties and shall be deemed to set forth the final amounts for purposes of determining the applicable Closing Adjustment Amount. In the event of a Notice notification of Adjustment Disagreement is such dispute, the Party that delivered to Purchasersuch Closing Statement and the Party that delivered the notification of such dispute (together, Purchaser and Seller the “Disputing Parties”) shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)such dispute. If Purchaser and Sellerthe Disputing Parties, notwithstanding such good faith effort, fail to resolve such dispute within fifteen thirty (1530) days after Seller delivers a Notice the applicable notice of Adjustment Disagreementobjection, then Purchaser and Seller the Disputing Parties jointly shall engage Whitley Penn, LLP provided that if Whitley Penn, LLP is not willing or unable to accept such engagement, then the Disputing Parties shall jointly engage another nationally or regionally recognized accounting firm that is not presently providing and has not provided any Party or their respective Affiliates with services in the Independent last two (2) years, as mutually agreed upon by the Disputing Parties (the “Accounting Firm”) to resolve such dispute. As promptly as practicable thereafter, the Disputing Parties shall each prepare and submit a presentation to the Accounting Firm regarding those items (and only those items) reflected on the applicable Closing Statement that remain in dispute (the “Disputed Items”) and will instruct the Accounting Firm to, and the Accounting Firm will, make a final determination of the Disputed Items (and only the Disputed Items) in accordance with the guidelines, procedures and definitions set forth in this Agreement. In resolving any Disputed Item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Disputing Parties will also instruct the Accounting Firm to, and the Accounting Firm will, make its determination based solely on presentations by the Disputing Parties that are in accordance with the guidelines, procedures and definitions set forth in this Agreement (i.e., not on the basis of an independent review). The Disputing Parties will cooperate with the Accounting Firm during the term of its engagement and use their respective commercially reasonable efforts to cause the Accounting Firm to resolve such dispute as soon as practicable, but in accordance with the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm any event within thirty (30) days after the date on which the Disputed Items are submitted to the Accounting Firm. Except as the Disputing Parties may otherwise agree, all communications between them or any of such submissiontheir respective representatives, on the one hand, and the Accounting Firm, on the other hand, will be in writing with copies simultaneously delivered to the other Disputing Party. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determineFirm’s determination will, on such basisabsent manifest error, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final and binding on the Disputing Parties and upon which a judgment may be entered by a court having jurisdiction pursuant to Section 10.05, and will not be subject to court review or otherwise appealable. The applicable Closing Statement shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this subsection (c) and, as so revised, such Closing Statement shall be deemed to set forth the final applicable Closing Adjustment Amount for all parties heretopurposes hereunder. Each Disputing Party will bear its own legal, accounting and other fees and expenses of participating in the dispute resolution procedure set forth in this subsection (c). The fees and expenses of the Independent Accounting Firm shall will be borne by each Disputing Party in the parties in relative proportion that the aggregate dollar amount of Disputed Items submitted thereto for resolution that are unsuccessfully disputed by such Disputing Party (as finally determined by the Accounting Firm) bears to the change aggregate dollar amount of such submitted Disputed Items. For the avoidance of doubt, Flogistix Holdings shall control Newco solely with respect to the delivery of the ▇▇▇▇▇ Closing Statement and the Flowco Closing Statement and, to the extent ▇▇▇▇▇ Holdings or Flowco Production Solutions, as applicable, is a Disputing Party, shall control Newco solely with respect to the resolution of any Disputed Items included in Purchase Price from that calculated by each respective partythe ▇▇▇▇▇ Closing Statement or Flowco Closing Statement, as applicable.

Dispute. (i) Within ten (10) Seller will provide to Purchaser within 30 days following after Purchaser’s delivery of the Purchase Price Measurement Date, Final Statement a notice to Purchaser shall deliver to Seller a written notice disagreeing with any such calculation and setting forth Seller’s calculation of the Final Closing Tangible Net Assets (the “Adjustment NoticeSeller’s Objection”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) days following receipt by Seller of the Adjustment Notice, Seller may deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must shall describe in reasonable detail the specific nature and amount of each disagreement and shall state in reasonable detail all bases upon which Seller believes the Final Statement is not in conformity with Section 1.04. Seller shall be deemed to have agreed with all other items and amounts contained in the Adjustment Notice Final Statement that Seller disputes and are not specifically identified as a disagreement in the basis for any such disputesSeller’s Objection. If Seller does not provide shall fail to deliver a Notice of Adjustment Disagreement Seller’s Objection within such ten (10) 30-day period, Seller shall be deemed to have agreed with Purchaser as to the Final Statement. Purchaser and Seller will negotiate in good faith any disagreements contained in the Seller’s Objection during the 30-day period immediately following the delivery of the Seller’s Objection. If Purchaser and Seller agree to a Final Statement and calculation of the Final Closing Tangible Net Assets within such Adjustment Notice 30-day period, the appropriate party will make the payment contemplated by Section 1.04(d) or (e), as applicable. If Purchaser and Seller, notwithstanding these good faith efforts, fail to agree on a Final Statement and calculation of the Final Closing Tangible Net Assets, then as promptly as practicable (but in any event within 10 Business Days after expiration of such 30-day period), Purchaser and Seller jointly will engage the firm of C▇▇▇▇ C▇▇▇▇▇ and Company LLP or such other nationally recognized accounting firm mutually selected by Purchaser and Seller (the “Accounting Firm”) to resolve any dispute. As promptly as practicable thereafter (but in any event within 15 Business Days of engagement of the Accounting Firm), Purchaser and Seller will each prepare and submit a presentation to the Accounting Firm setting forth such party’s proposed version of a Final Statement and calculation of the Final Closing Tangible Net Assets. The scope of the disputes to be resolved by the Accounting Firm will be limited to whether such Final Statements and calculations were prepared in accordance with this Section 1.04, and the Accounting Firm is not to make any other determination, including any determination as to whether GAAP was followed (except to the extent required by the Accounting Principles). As soon as practicable thereafter (but in any event within 20 Business Days), Purchaser and Seller will instruct the Accounting Firm to render a determination of Final Purchase Price reflected therein Closing Tangible Net Assets, such determination to be based solely upon the presentations by Purchaser and Seller. In making such determination, the Accounting Firm will act as an expert and not as an arbitrator in conducting its analysis, and may not assign a value to Final Closing Tangible Net Assets greater than the greatest value claimed by either party or less than the smallest value for Final Closing Tangible Net Assets claimed by either party. All fees and expenses relating to the work, if any, to be performed by the Accounting Firm shall be borne pro rata as between Purchaser, on the one hand, and Seller, on the other hand, in proportion to the allocation of the dollar value of the amounts remaining in dispute between Purchaser and Seller made by the Accounting Firm such that the prevailing party pays the lesser proportion of the fees and expenses. All determinations made by the Accounting Firm will be final, conclusive and binding on the parties heretoparties. (ii) In the event a Notice of Adjustment Disagreement is delivered to Purchaser, Purchaser and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a Notice of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute in accordance with the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) days of such submission. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne by the parties in relative proportion to the change in Purchase Price from that calculated by each respective party.

Dispute. Within thirty (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1030) days following receipt by the Seller Representative of the Adjustment NoticeWorking Capital Statement, the Seller may Representative shall either inform Purchaser in writing that the Working Capital Statement is acceptable, or deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding of any alleged errors concerning dispute the amount by which Seller Representative has with respect to the preparation or content of the Working Capital Statement or the Final Purchase Price is to be adjusted in the Adjustment NoticeWorking Capital reflected therein. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice Working Capital Statement that the Seller Representative disputes and the basis for any such disputes, including sufficient supporting documentation. If the Seller Representative does not provide notify Purchaser of a Notice of Adjustment Disagreement dispute with respect to the Working Capital Statement within such ten thirty (10) day 30)-day period, such Adjustment Notice Working Capital Statement and the Final Purchase Price Working Capital reflected therein in the Working Capital Statement will be final, conclusive and binding on the parties hereto. (ii) parties. In the event a Notice of Adjustment Disagreement is delivered to Purchaser, Purchaser and the Seller Representative shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)such dispute. If Purchaser and Sellerthe Seller Representative, notwithstanding such good faith effort, fail to resolve such dispute within fifteen fourteen (1514) days after the Seller Representative delivers a the Notice of Adjustment Disagreement, then Purchaser and the Seller Representative jointly shall jointly engage the Independent Accounting Arbitration Firm to resolve such dispute in accordance with the standards set forth in this Section 2.3(c1.6(b). (iii) . The Seller Representative and Purchaser shall use commercially reasonable best efforts to cause the Independent Accounting Arbitration Firm to render a written decision resolving the matters submitted to the Independent Accounting Arbitration Firm within thirty (30) days of the making of such submission. The Independent Accounting scope of the disputes to be resolved by the Arbitration Firm shall address only those be limited to whether the items in dispute. The Independent dispute that were properly included in the Notice of Disagreement were prepared in accordance with Applicable Accounting Principles and the Arbitration Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice Working Capital Statement and the Final Purchase Price Working Capital, as applicable, reflected therein require adjustment. The Arbitration Firm is not to make any other determination, including any determination as to whether the Target Working Capital or the Working Capital Estimate is correct. The Arbitration Firm’s decision shall be based solely on written decision submissions by the Seller Representative and Purchaser and their respective representatives and not by independent review. The Arbitration Firm shall address only those items in dispute and may not assign a value greater than the greatest value for such item claimed by either party or smaller than the smallest value for such item claimed by either party. Judgment may be entered upon the determination of the Independent Accounting Arbitration Firm shall in any court having jurisdiction over the party against which such determination is to be final enforced. Any fees and binding on all parties hereto. The fees expenses of the Independent Accounting Arbitration Firm incurred in resolving the disputed matter(s) pursuant to this Section 1.6(b) shall be borne by Purchaser, on the parties one hand, and the Seller Representative, on the other hand, in relative inverse proportion to the change respective percentages of the dollar value of disputed items determined in Purchase Price from that calculated favor of Purchaser, on the one hand, and the Seller Representative, on the other hand. All determinations made by each respective partythe Arbitration Firm will be final, conclusive and binding on the parties.

Dispute. Within thirty (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1030) days following receipt by Seller the Securityholders’ Representative of the Adjustment NoticeWorking Capital Statement, Seller may the Securityholders’ Representative shall either inform Parent in writing that the Working Capital Statement is acceptable, or deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding Parent of any alleged errors concerning dispute the amount by which Securityholders’ Representative has with respect to the content of the Working Capital Statement or the Final Purchase Price is to be adjusted Working Capital reflected in the Adjustment NoticeWorking Capital Statement. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice Working Capital Statement that Seller disputes and the Securityholders’ Representative disputes, the basis for any such disputesdisputes and the Securityholders’ Representative’s calculation of such items. Any items not identified on the Notice of Disagreement shall be deemed agreed to by the Securityholders’ Representative. If Seller the Securityholders’ Representative does not provide notify Parent of a Notice of Adjustment Disagreement dispute with respect to the Working Capital Statement within such ten thirty (10) day 30)-day period, such Adjustment Notice Working Capital Statement and the Final Purchase Price Working Capital reflected therein in the Working Capital Statement will be final, conclusive and binding on the parties hereto. (ii) Parties. In the event a Notice of Adjustment Disagreement is delivered to PurchaserParent within such thirty (30)-day period, Purchaser Parent and Seller the Securityholders’ Representative shall negotiate in good faith to resolve such disputed items, which amounts shall not be less than Parent’s calculation delivered pursuant to Section 2.09(a) nor more than the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the partiesSecurityholders’ Representative’s calculation delivered pursuant to this Section 2.09(f). If Purchaser Parent and Sellerthe Securityholders’ Representative, notwithstanding such good faith effort, fail to resolve such dispute within fifteen fourteen (1514) days after Seller delivers the Securityholders’ Representative’s delivery of a Notice of Adjustment Disagreement, then Purchaser Parent and Seller the Securityholders’ Representative jointly shall jointly engage the Independent Accounting Arbitration Firm to resolve such dispute in accordance with the standards set forth in this Section 2.3(c2.09(f). (iii) Seller . The Securityholders’ Representative and Purchaser Parent shall use reasonable best efforts to cause the Independent Accounting Arbitration Firm to render a written decision resolving the matters submitted to the Independent Accounting Arbitration Firm within thirty (30) days of the making of such submission. The Independent Accounting scope of the disputes to be resolved by the Arbitration Firm shall address be limited only those to the items in disputedispute that were included in the Notice of Disagreement and if such items were calculated in accordance with Applicable Accounting Principles. The Independent Accounting Arbitration Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice Working Capital Statement and the Final Purchase Price Working Capital reflected therein in the Working Capital Statement require adjustment. The written Arbitration Firm is not to make any other determination, including any determination as to whether the Target Working Capital or the Working Capital Estimate is correct. The Arbitration Firm’s decision shall be based solely on presentations by Parent and the Securityholders’ Representative, and not independent review and made in strict accordance with the terms of this Agreement, without regard for principles of equity. The Arbitration Firm shall address only those items in the Notice of Disagreement that were not resolved, and shall apply the relevant provisions of this Agreement to the disputed amounts, and shall have no authority to alter, modify, amend, add to or subtract from any term of provision of this Agreement. None of the Independent Accounting parties or any of their respective representatives shall have any ex parte communications or meetings with the Arbitration Firm regarding the subject matter hereof without the other parties’ prior written consent. The Arbitration Firm shall be final and binding not assign a value to any item in dispute greater than the greatest value for such item assigned to it by Parent, on all parties heretothe one hand, or the Securityholders’ Representative, on the other hand, or less than the smallest value for such item assigned to it by Parent, on the one hand, or the Securityholders’ Representative, on the other hand. The fees and expenses of the Independent Accounting Arbitration Firm shall be borne in the same proportion that the aggregate dollar amount of such remaining disputed items so submitted to the Arbitration Firm that are unsuccessfully disputed by Parent, on the one hand, and the Securityholders’ Representative, on the other hand, as finally determined by the parties in relative proportion Arbitration Firm, bears to the change total dollar amount of such remaining disputed items so submitted. For example, if closing accounts receivable is the only disputed item, and Parent claims that closing accounts receivable is $1,000, and the Securityholders’ Representative contests only $500 of the amount claimed by Parent, and if the Arbitration Firm ultimately resolves the dispute by awarding Parent $300 of the $500 contested, then the costs and expenses of the Arbitration Firm will be allocated 60% (i.e. 300 ÷ 500) to the Securityholders’ Representative and 40% (i.e. 200 ÷ 500) to Parent. All determinations made by the Arbitration Firm will be final, conclusive and binding on the parties. A judgment on the determination made by the Arbitration Firm pursuant to this Section 2.09(f) may be entered in Purchase Price from that calculated and enforced by each respective partyany court having jurisdiction thereover.

Dispute. Within thirty (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1030) days following receipt by the Seller Representative of the Adjustment NoticeWorking Capital Statement, the Seller may Representative shall either inform Buyer in writing that the Working Capital Statement is acceptable or deliver written notice (to Buyer of any dispute the “Notice of Adjustment Disagreement”) Seller Representative has with respect to Purchaser regarding any alleged errors concerning the amount by Working Capital Statement, which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must written notice shall describe in reasonable detail the items contained in the Adjustment Notice Working Capital Statement that the Seller Representative disputes and the basis for any such disputesdisputes and his calculation of the Closing Working Capital. If the Seller Representative does not provide notify Buyer of a Notice of Adjustment Disagreement dispute with respect to any items contained in the Working Capital Statement within such ten thirty (1030) day period, such Adjustment Notice Working Capital Statement and the Final Purchase Price reflected therein will Working Capital shall be final, conclusive and binding on the parties hereto. (ii) parties. In the event of such notification of a Notice of Adjustment Disagreement is delivered to Purchaserdispute, Purchaser Buyer and the Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)such dispute. If Purchaser Buyer and Sellerthe Seller Representative, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a Notice of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm with respect to resolve such dispute in accordance with the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm one or more items within thirty (30) days after the Seller Representative advises Buyer of its objections, then the items raised in the Seller Representative’s dispute notice that remain in dispute (the “Remaining Disputed Items”) shall be submitted to BDO USA LLP, or if BDO USA LLP is unwilling or unable to serve in such capacity, such other accounting firm as shall be mutually agreed upon by the parties (such accountant, the “Settlement Accountant”), who, acting as an expert and not as an arbitrator, shall resolve the Remaining Disputed Items. If the parties are unable to agree upon the selection of the Settlement Accountant within five (5) Business Days after expiration of such submissionthirty (30) day period, the Settlement Accountant shall be appointed by the American Arbitration Association. The Independent Accounting Firm Settlement Accountant shall address only those items act as an expert and not as an arbitrator. Prior to its engagement, the Settlement Accountant shall agree in disputewriting to resolve the Remaining Disputed Items, but no others, in accordance with the provisions of this Section 2.4 and based upon a review of the parties’ positions and thereby establish the Closing Working Capital. The Independent Accounting Firm Settlement Accountant shall determine, on make such basis, whether and to what extent, determination within forty-five (45) days following the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision submission of the Independent Accounting Firm matter to the Settlement Accountant for resolution, and such determinations shall be final final, conclusive and binding on all the parties heretoabsent fraud or arithmetic error. The fees In the event any dispute is submitted to the Settlement Accountant for resolution as provided in this Section 2.4(b), the fees, charges and expenses of the Independent Accounting Firm Settlement Accountant shall be borne paid (i) one-half by the parties in relative proportion to the change in Purchase Price from that calculated Seller and (ii) one-half by each respective partyBuyer.

Dispute. (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) days No later than six Business Days following receipt by Seller of the Adjustment NoticeAsset Statement (the “Objection Deadline Date”), Seller may shall deliver written notice to Buyer of any dispute Seller has with respect to the preparation or content of the statement (the “Notice of Adjustment DisagreementDispute”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputes). If Seller does not provide a deliver to Buyer the Notice of Adjustment Disagreement within such ten (10) day periodDispute by the Objection Deadline Date, such Adjustment Notice and the Final Purchase Price reflected therein Asset Statement will be final, conclusive conclusive, and binding on the parties hereto. (ii) In the event a Notice of Adjustment Disagreement is delivered to Purchaser, Purchaser this Agreement and Buyer and Seller shall promptly prepare and deliver to Escrow Agent a joint written instruction instructing the Escrow Agent to pay Seller the Interim Payment from the Escrow Funds. Seller and Buyer shall negotiate in good faith to resolve the items matters specifically identified therein (with any aspects in the Notice of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)Dispute. If Purchaser Seller and SellerBuyer, notwithstanding such good faith effort, fail to resolve such dispute disputed matters within fifteen (15) 15 days after Seller delivers a the Notice of Adjustment DisagreementDispute to Buyer, then Purchaser Seller and Buyer shall jointly engage a mutually agreed financial services firm (the “Arbitration Firm”) to resolve such remaining items (the “Unresolved Disputes”). As promptly as practicable thereafter, Seller and Buyer shall each prepare and submit a presentation to the Arbitration Firm with respect to the Unresolved Disputes. The Arbitration Firm shall be instructed to resolve the Unresolved Disputes and make a final determination of the Assets and any Interim Payment due, based upon the resolution of the Unresolved Disputes, and not to otherwise investigate such matters independently. The Arbitration Firm shall be instructed (i) not to make any determination for an amount outside the range of the amounts disputed by Seller and Buyer, and (ii) to make a final determination within 30 days from the date on which the Unresolved Disputes were submitted to the Arbitration Firm. The final determination by the Arbitration Firm shall be final, conclusive, and binding, and Buyer and Seller shall jointly engage deliver a joint written instruction to the Independent Accounting Firm Escrow Agent setting forth the settlement and instructing the Escrow Agent to resolve such dispute pay Seller from the Escrow Funds in accordance with such final determination. The fees and disbursements of the standards set forth in this Section 2.3(c). (iii) Arbitration Firm shall be allocated between Seller and Purchaser shall use reasonable best efforts to cause Buyer in the Independent Accounting Firm to render a written decision resolving same proportion as the matters ratio of the aggregate amount of the Unresolved Disputes so submitted to the Independent Accounting Arbitration Firm within thirty that are unsuccessfully disputed by each such party (30) days of such submission. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne as finally determined by the parties in relative proportion Arbitration Firm) to the change in Purchase Price from that calculated by each respective partyaggregate amount of Unresolved Disputes submitted.

Dispute. (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) 60 days following receipt by the Seller Representative of the Adjustment NoticeClosing Statement, the Seller may Representative shall deliver written notice to Buyer of any dispute it has with respect to the preparation or content of the Closing Statement, which shall specifically describe the basis of the Seller Representative’s dispute, determination and corresponding adjustments to the Final Working Capital, Final Cash, Final Company Debt and/or Final Selling Expenses (the “Notice of Adjustment Disagreement”) ). If the Seller Representative does not timely deliver to Purchaser regarding any alleged errors concerning Buyer the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any Disagreement, then such disputes. If Seller does not provide a Notice of Adjustment Disagreement within such ten (10) day period, such Adjustment Notice and the Final Purchase Price reflected therein Closing Statement will be final, conclusive and binding on the parties hereto. (ii) . In the event a the Notice of Adjustment Disagreement is timely delivered to PurchaserBuyer, Purchaser Buyer and the Seller shall Representative shall, for a period of 15 days thereafter, negotiate in good faith to resolve the items specifically identified therein (with any aspects disputes set forth in the Notice of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)Disagreement. If Purchaser Buyer and Sellerthe Seller Representative, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a Notice all of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute in accordance with the standards disputes set forth in this Section 2.3(cthe Notice of Disagreement during such 15-day period, then Buyer and the Seller Representative jointly shall engage a mutually-agreed upon (which agreement shall not be unreasonably withheld) “big-four” accounting firm (the “Arbitration Firm”). . As promptly as practicable thereafter (iii) but in any event, within 15 days of engaging the Arbitration Firm), Buyer and the Seller Representative shall each prepare and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render submit a written decision resolving the matters submitted presentation to the Independent Accounting Firm within thirty (30) days of such submissionArbitration Firm. The Independent Accounting Arbitration Firm shall address consider only those items and amounts in disputethe Seller Representative’s and Buyer’s respective calculations that are identified as being items and amounts to which the Seller Representative and Buyer have been unable to agree. Buyer and the Seller Representative shall make readily available to the Arbitration Firm all relevant books and records and any work papers (including those of the parties’ respective accountants, to the extent permitted by such accountants) relating to the Closing Statement and the Notice of Disagreement and all other items reasonably requested by the Arbitration Firm in connection therewith. The Independent Accounting Arbitration Firm shall determinehave the opportunity to present written questions to Buyer and/or the Seller Representative, on such basisa copy of which shall be provided to the other. As soon as practicable thereafter, whether and to what extent, the Adjustment Notice Buyer and the Final Purchase Price reflected therein require adjustmentSeller Representative will cause the Arbitration Firm to choose one of the parties’ positions. The written decision of party whose position is not accepted by the Independent Accounting Arbitration Firm shall be final responsible for all of the fees and expenses of the Arbitration Firm. All determinations made by the Arbitration Firm will be final, conclusive and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne by the parties in relative proportion to the change in Purchase Price from that calculated by each respective partyparties, absent manifest error.

Dispute. Within forty-five (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1045) days following receipt by the Seller Representative of the Adjustment NoticeClosing Statement (the “Review Period”), the Seller may Representative shall deliver written notice (to Buyer, setting forth in reasonable detail in accordance with this Section 2.9(c), of any dispute it has with respect to Buyer’s calculation of the “Notice of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted or any Proposed Price Component included in the Adjustment Closing Statement (any such notice timely delivered in accordance with this Section 2.9(c), a “Dispute Notice. The Notice of Adjustment Disagreement must describe ”), specifying in reasonable detail the nature and amount of any and all items contained in dispute as to the amounts set forth in the Adjustment Closing Statement (collectively, the “Disputed Items”). The Dispute Notice, to the extent delivered, shall be accompanied by reasonable supporting documentation. Any Proposed Price Components or portions thereof not disputed in the Dispute Notice (or, if no such Dispute Notice is delivered, following the expiration of the Review Period), or if the Seller Representative otherwise earlier notifies Buyer in writing that the Seller Representative has no disputes or objections to the Proposed Price Components, shall be conclusive, final and binding on the parties hereto for all purposes of this Section 2.9. To the extent the Seller Representative delivers a Dispute Notice to Buyer in accordance with this Agreement prior to the expiration of the Review Period, Buyer and the basis Seller Representative shall negotiate in good faith to resolve any Disputed Items for any a period of thirty (30) days (or such disputeslonger period as they may mutually agree) thereafter. If Seller does not provide a Notice of Adjustment Disagreement within such ten (10) day period, such Adjustment Notice To the extent Buyer and the Final Purchase Price reflected therein will Seller Representative agree to any resolution of a Disputed Item, the applicable Disputed Item shall be deemed to be adjusted to reflect such agreement, which shall then be final, conclusive and binding on the parties hereto. (ii) In the event a Notice for all purposes of Adjustment Disagreement is delivered to Purchaser, Purchaser and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)this Section 2.9. If Purchaser Buyer and Sellerthe Seller Representative, notwithstanding such good faith effort, fail to resolve any Disputed Items within such dispute within fifteen period (15) days after Seller delivers a Notice of Adjustment Disagreementthe “Unresolved Items”), then Purchaser Buyer and the Seller Representative jointly shall jointly engage RSM McGladrey, Inc. (the Independent Accounting Firm “Arbitration Firm”) to resolve all such dispute Unresolved Items. If the Arbitration Firm is unable or unwilling to act in such capacity, the Arbitration Firm will select another nationally recognized independent accounting firm to serve as the replacement Arbitration Firm. The Arbitration Firm may only resolve the Unresolved Items and the Arbitration Firm will be instructed only to determine whether the Unresolved Items were determined solely in accordance with the standards set forth in written submissions of the parties and the terms and provisions of this Section 2.3(c). Agreement, including the applicable definitions of the Proposed Price Components (iiifree of mathematical errors) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) days of such submission. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determineand, solely on such that basis, whether and to what extent, if any, the Adjustment Notice Purchase Price and any Proposed Price Components, as set forth in the Closing Statement, require adjustment; provided, however, the Arbitration Firm shall not assign a value to any item in dispute greater than the greatest value for such item assigned to it by Buyer or the Seller Representative, or less than the smallest value for such item assigned to it by Buyer or the Seller Representative. The Arbitration Firm shall not address any other disputes with respect to the Closing Statement or the Purchase Price. There shall be no ex parte communications between any party hereto (or its Affiliates or representatives) and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne by the parties in relative proportion to the change in Purchase Price from that calculated by each respective partyArbitration Firm.

Dispute. (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) 45 days following receipt by Seller the Company of the Adjustment NoticePost‑Closing Statement, Seller may the Company will deliver written notice to the Buyer of any dispute it has with respect to the Post‑Closing Statement (the “Notice Post‑Closing Statement Objection”) setting forth a specific description of Adjustment Disagreementthe basis of the Post‑Closing Statement Objection, the adjustments to the Post‑Closing Statement which the Company believes should be made, and the Company’s calculation of the Final Working Capital, the Final Cash, the Final Indebtedness, the Final Transaction Expenses, the Final Unspent Capital Expenditure Amount and the Closing Purchase Price as adjusted thereby. The Company will be deemed to have accepted any items not specifically or properly disputed in the Post‑Closing Statement Objection. Failure to so notify the Buyer within such 45‑day period will constitute acceptance and approval of the Buyer’s calculation of the Final Working Capital, the Final Cash, the Final Indebtedness, the Final Transaction Expenses, the Final Unspent Capital Expenditure Amount and the Closing Purchase Price set forth in the Post‑Closing Statement. During such 45‑day period, the Buyer will, at the request of the Company, on reasonable prior notice from the Company and during normal business hours, afford the Company reasonable access to the books, records and personnel with respect to the Business (to the extent relevant to the determination of the Final Working Capital, the Final Cash, the Final Indebtedness, the Final Unspent Capital Expenditure Amount and the Final Transaction Expenses) and otherwise reasonably cooperate with the Company in connection with its preparation of the Post‑Closing Statement Objection. The Buyer will have 30 days following the date it receives the Post‑Closing Statement Objection to review and respond to the Post‑Closing Statement Objection, and during such period the Buyer and the Company shall attempt in good faith 32 to resolve all of their disagreements with respect to the determination of the foregoing items. If the Company and the Buyer are unable to resolve all of their disagreements with respect to the determination of the foregoing items by the 30th day following the Buyer’s response thereto, after having used their good faith efforts to reach a resolution, they will refer their remaining differences to Ernst & Young LLP or, if such firm refuses to accept such engagement, another nationally recognized firm of independent public accountants as to which the Company and the Buyer mutually agree acting promptly and in good faith or, if the Parties cannot agree within five (5) Business Days, a nationally recognized firm of independent public accountants appointed by the president of the Institute of Chartered Accountants in England and Wales (in either case, the “CPA Firm”) to Purchaser regarding resolve their dispute. The CPA Firm will act as an expert not an arbitrator pursuant to this Section 2.6(c). As promptly as practicable, and in any alleged errors concerning event not more than 15 days thereafter, the amount by which Company and the Final Purchase Price Buyer will each prepare and submit a written presentation detailing each Party’s complete statement of proposed resolution of the dispute to the CPA Firm, in each case solely in accordance with the positions set forth in the Post-Closing Statement and the Post-Closing Statement Objection, as applicable. The Company and the Buyer will cause the CPA Firm to resolve such dispute in a manner that is consistent with this Agreement. The scope of the disputes to be adjusted resolved by the CPA Firm is limited to the unresolved items on the Post-Closing Statement Objection. In resolving any such unresolved disputed item, the CPA Firm (i) will not assign a value to any item greater than the greatest value claimed for such item by either Party or lower than the lowest value claimed for such item by either Party in the Adjustment NoticePost-Closing Statement and the Post-Closing Statement Objection, (ii) will make such determination with respect to the specific remaining accounting‑related differences so submitted in such written presentations and (iii) solely in accordance with the Accounting Methods. All fees and expenses of the CPA Firm relating to the work, if any, to be performed by the CPA Firm hereunder will be borne between the Buyer, on the one hand, and the Company, on the other hand, based upon a fraction, the numerator of which is the portion of the aggregate amount of the disputed items not awarded to the applicable Party and the denominator of which is the aggregate amount of the disputed items; provided that any initial engagement fees owed to the CPA Firm will be initially paid 50% by the Company and 50% by the Buyer. For example, if the Company challenges items underlying the calculations of Final Working Capital, Final Indebtedness, Final Cash, Final Transaction Expenses, Final and/or Unspent Capital Expenditure Amount in the net amount of $1,000,000, and the CPA Firm determines that the Company has a valid claim for $400,000 of the $1,000,000, the Company will bear 60% of the fees and expenses of the CPA Firm and the Buyer will bear 40% of the fees and expenses of the CPA Firm. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes Buyer and the basis for any such disputesCompany each agree to execute, if requested by the CPA Firm, a reasonable engagement letter. If Seller does not provide a Notice of Adjustment Disagreement within such ten (10) day period, such Adjustment Notice The Company and the Final Purchase Price reflected therein Buyer will request that the CPA Firm use its best efforts to render its determination within 30 days after referral (or such later period as requested by the CPA Firm). All determinations made by the CPA Firm will be limited to the matters submitted to the CPA Firm by the Buyer and the Company and will be final, conclusive and binding on the parties hereto. Parties and none of the Buyer, the Company or any of their respective Affiliates will seek further recourse from Governmental Authorities, other than to enforce the CPA Firm’s determination. Judgment may be entered to enforce such determination in any court of competent jurisdiction. The Company and the Buyer will make reasonably available to the 33 CPA Firm all relevant books and records, any work papers (iiincluding those of the Parties’ respective accountants) In and supporting documentation relating to the Post‑Closing Statement and all other items reasonably requested by the CPA Firm. The “Final Statement” will be (A) the Post‑Closing Statement in the event a Notice of Adjustment Disagreement that (1) no Post‑Closing Statement Objection is delivered to Purchaserthe Buyer during the initial 45‑day period specified above or (2) the Company and the Buyer so agree in writing, Purchaser and Seller shall negotiate in good faith to resolve (B) the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed finalPost‑Closing Statement, conclusive and binding on the parties). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a Notice of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute adjusted in accordance with the standards set forth Post‑Closing Statement Objection, in the event that (1) the Buyer does not respond to the Post‑Closing Statement Objection during the 30‑day period specified above following receipt by the Buyer of the Post‑Closing Statement Objection or (2) the Company and the Buyer so agree in writing or (C) the Post‑Closing Statement, as adjusted pursuant to the agreement of the Buyer and the Company or as determined by the CPA Firm together with any other modifications to the Post‑Closing Statement agreed upon in writing by the Company and the Buyer prior to the determination by the CPA Firm. The Parties’ payment obligations under this Section 2.3(c)2.6 will not be subject to offset or reduction by reason of any right or alleged right of indemnification hereunder. (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) days of such submission. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne by the parties in relative proportion to the change in Purchase Price from that calculated by each respective party.

Dispute. (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) 30 days following receipt by Seller of the Adjustment NoticeClosing Statements, Seller may deliver shall deliver, or cause to be delivered, a written notice to Purchaser of any dispute Seller has with respect to Purchaser’s computation of Closing Net Working Capital and/or Closing P▇▇▇▇ Cash (the “Notice of Adjustment DisagreementSeller’s Objection”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice). The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputes. If Seller does not provide a Notice of Adjustment Disagreement within such ten (10) day period, such Adjustment Notice and the Final Purchase Price reflected therein will be final, conclusive and binding on the parties hereto. (ii) In the event of such notification of a Notice of Adjustment Disagreement is delivered to Purchaserdispute, Purchaser and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)such dispute. If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) 15 days after Seller delivers a Notice delivery of Adjustment Disagreementthe Seller’s Objection, then within 5 days following expiration of such 15-day negotiation period, Purchaser and Seller jointly shall jointly engage the Independent Accounting Firm to resolve such dispute. As promptly as practicable thereafter (but, in any event, within 15 days of engagement of the Accounting Firm), Purchaser and Seller shall each prepare and submit a written presentation detailing such party’s complete statement of proposed resolution of the dispute to the Accounting Firm. As soon as practicable thereafter, but in accordance with no event later than 30 days after engagement of the standards set forth in this Section 2.3(c). (iii) Accounting Firm, Purchaser and Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm Firm, acting as an expert and not an arbitrator, to render a written decision resolving the matters submitted in dispute, in accordance with the applicable terms hereof. The Accounting Firm’s determination as to any item or amount disputed by Seller shall not be more beneficial to Purchaser than the Independent determination of that item or amount by Purchaser in the applicable Closing Statement nor more beneficial to Seller than the determination of that item or amount in the Seller’s Objection. Judgment may be entered upon the determination of the Accounting Firm within thirty (30) days of in any court having jurisdiction over the party against which such submissiondetermination is to be enforced. The Independent cost of any determination by the Accounting Firm (including the fees and expenses of the Accounting Firm) pursuant to this Section 2.06 shall address only those items in disputebe borne equally by Purchaser and Seller. The Independent All determinations made by the Accounting Firm shall determinewill be final, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final conclusive and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne by the parties in relative proportion to the change in Purchase Price from that calculated by each respective partyparties.

Dispute. No later than forty-five (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1045) days following receipt by the Seller Representative of the Adjustment NoticeClosing Statement, the Seller may Representative shall deliver written notice (the “Notice to Buyer of Adjustment Disagreement”) any dispute it has with respect to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted calculations set forth in the Adjustment Notice. The Notice of Adjustment Disagreement must describe Closing Statement, describing in reasonable detail the reasons for such dispute by specifying those items contained in or amounts as to which the Adjustment Notice that Seller disputes Representative disagrees, together with the Seller Representative’s determination of such disputed items and amounts (the basis for any such disputes“Dispute Claim”). If the Seller Representative does not provide deliver a Notice of Adjustment Disagreement Dispute Claim within such ten forty-five (1045)-day period (or, if the Seller Representative notifies Buyer prior to such forty-fifth (45th) day periodthat it does not dispute the Closing Statement, on such Adjustment Notice and the Final Purchase Price reflected therein will date), then such Closing Statement shall be final, conclusive and binding on the parties hereto. (ii) Parties. In the event of a Notice of Adjustment Disagreement is delivered to PurchaserDispute Claim, Purchaser Buyer and the Seller Representative shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)such dispute. If Purchaser Buyer and Sellerthe Seller Representative, notwithstanding such good faith effort, fail to resolve such dispute within fifteen twenty (1520) days after Seller delivers a Notice delivery of Adjustment Disagreementthe Dispute Claim (the “Resolution Period”), then Purchaser Buyer and the Seller Representative jointly shall jointly select and engage a nationally recognized independent certified public accounting firm that (i) is not the independent auditor of the Company, Buyer or any of the Sellers (as applicable) and (ii) is determined, to the reasonable satisfaction of Buyer and the Seller Representative, to be sufficiently independent and impartial after review by such parties of the results of the customary internal conflicts check conducted by such accounting firm (the “Independent Accounting Firm”) to resolve only such disputed items still in dispute; provided, however, that if the Seller Representative and Buyer are unable to select such accounting firm within thirty (30) days after the end of the Resolution Period, either Buyer or the Seller Representative may request that the American Arbitration Association appoint, within twenty (20) days after the date of such request, a nationally recognized, independent and impartial accounting firm, with significant arbitration experience related to purchase price adjustment disputes, to act as the Independent Accounting Firm. As promptly as practicable thereafter, and in any event within thirty (30) Business Days following the appointment of the Independent Accounting Firm (or such longer period as Buyer and the Seller Representative may agree in writing), Buyer and the Seller Representative shall each prepare and submit a presentation to resolve the Independent Accounting Firm (with a copy delivered to the other Party on the same day). As soon as practicable thereafter, and in any event within thirty (30) Business Days (or such dispute longer period as Buyer and the Seller Representative may agree in accordance with writing), Buyer and the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser Representative shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving choose one of the matters submitted to Parties’ positions based solely upon the Independent Accounting Firm within thirty (30) days of such submissionpresentations by Buyer and the Seller Representative. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of Party whose position is not accepted by the Independent Accounting Firm shall be final responsible for all of the fees and binding on all parties heretoexpenses of the Independent Accounting Firm. The fees of All determinations made by the Independent Accounting Firm shall be borne final, conclusive and binding on the Parties. In the event a Dispute Claim is issued, the Closing Statement (and any amendments thereto) shall be final, conclusive and binding on the Parties upon (A) agreement thereto by Buyer and the Seller Representative or (B) determination thereto by the parties in relative proportion Independent Accounting Firm. For purposes of this Agreement, the “Final Closing Statement” shall mean the Closing Statement, as finally determined (including by modification or adjustment) pursuant to Section 2.3(b) and Section 2.3(c), and the change in “Final Purchase Price” shall mean the Purchase Price as calculated based on the Final Working Capital, Final Cash, Final Closing Date Repayment Indebtedness and Final Selling Expenses set forth in the Final Closing Statement. Buyer and Sellers shall conduct the Inventory Take within seven (7) days following the Closing Date, or on such other date as may be otherwise mutually agreed by the Parties. For the purposes of determining the Final Working Capital, the “Inventory” line item for the purposes of “Current Assets” shall be determined in accordance with the Inventory Take, it being understood that any and all inventory shipped or otherwise delivered by Buyer following the Closing and not counted as part of the Inventory Take shall be considered inventory for purposes of the Final Working Capital; provided that inventory received by Buyer from that calculated by each respective partyvendors following the Closing shall not be considered inventory for purposes of the Final Working Capital.

Dispute. Seller shall review the Working Capital Statement, and within thirty (i) Within ten (1030) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) days following its receipt by Seller of the Adjustment NoticeWorking Capital Statement, Seller may shall deliver written notice (to Buyer of any dispute it has with respect to the “Notice preparation or content of Adjustment Disagreement”) the Working Capital Statement, setting forth in such written notice Seller’s objections to Purchaser regarding any alleged errors concerning the amount by Working Capital Statement with particularity and the specific changes or adjustments which the Final Purchase Price is Seller claims are required to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputesmade thereto. If Seller does not provide notify Buyer of a Notice of Adjustment Disagreement dispute with respect to the Working Capital Statement within such ten thirty (1030) day period, such Adjustment Notice and the Final Purchase Price reflected therein Working Capital Statement will be final, conclusive and binding on the parties hereto. (ii) and upon which a judgment may be entered by a court of competent jurisdiction. In the event of such notification of a Notice of Adjustment Disagreement is delivered to Purchaserdispute, Purchaser Buyer and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)such dispute. If Purchaser Buyer and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen thirty (1530) days after Seller delivers a Notice advises Buyer of Adjustment Disagreementits objections, then Purchaser Buyer and Seller shall jointly engage a mutually acceptable nationally reputable accounting firm (the Independent Accounting Firm “Arbitration Firm”) to resolve such dispute dispute. As promptly as practicable thereafter, the Arbitration Firm shall determine and report in accordance writing to Buyer and Seller as to the resolution of all disputed matters submitted to the Arbitration Firm and the effect of such determinations on the Working Capital Statement, and such determinations shall be final, binding and conclusive as to Buyer and Seller and their respective affiliates and upon which a court of competent jurisdiction may enter a judgment. For purposes of complying with the standards terms set forth in this Section 2.3(c). (iii) Seller 3.3, each party shall cooperate with and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted make available to the Independent Accounting Firm within thirty (30) days of such submission. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determineother parties, on such basistheir respective representatives, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision Arbitration Firm, all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Independent Accounting Firm shall be final Working Capital Statement and binding on all parties heretothe resolution of any disputes thereunder. The fees and disbursements of the Independent Accounting Arbitration Firm shall be borne by the parties in relative proportion party that assigned an amount to Closing Working Capital furthest from the change in Purchase Price from that calculated amount of Closing Working Capital finally determined by each respective partythe Arbitration Firm.

Dispute. Within sixty (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1060) days following receipt by Seller the Sellers’ Representative of the Adjustment NoticeClosing Date Statement, Seller may the Sellers’ Representative shall either inform the Buyer in writing that the Closing Date Statement is acceptable or deliver written notice (the “Notice of Adjustment DisagreementSeller Objection”) to Purchaser regarding the Buyer of any alleged errors concerning dispute the amount by which Sellers’ Representative, on behalf of the Sellers, has with respect to the preparation or content of the Closing Date Statement or the Final Purchase Price is to be adjusted in Net Book Value or the Adjustment NoticeFinal Transaction Expenses reflected therein. The Notice of Adjustment Disagreement Seller Objection must describe in reasonable detail the basis of the Seller Objection items contained in the Adjustment Notice Closing Date Statement that Seller the Sellers’ Representative disputes and the basis for any such disputes. If Seller the Sellers’ Representative does not provide notify the Buyer of a Notice of Adjustment Disagreement dispute with respect to the Closing Date Statement within such ten (10) 60-day period, such Adjustment Notice Closing Date Statement and the Final Purchase Price Net Book Value or the Final Transaction Expenses reflected therein in the Closing Date Statement will be final, conclusive and binding on the parties hereto. (ii) In parties. If the event Sellers’ Representative delivers a Notice of Adjustment Disagreement is delivered to PurchaserSeller Objection within such 60-day period, Purchaser any matters in such Closing Date Statement and Seller shall negotiate the Final Net Book Value or the Final Transaction Expenses reflected in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice Closing Date Statement that are not disputed deemed subject to such Seller Objection will be final, conclusive and binding on the parties). In the event a Seller Objection is delivered to the Buyer, the Buyer and the Sellers’ Representative shall negotiate in good faith to resolve such dispute within such 60-day period. If Purchaser the Buyer and Sellerthe Sellers’ Representative, notwithstanding such good faith effort, fail to resolve such dispute within fifteen thirty (1530) days after Seller delivers a Notice the Sellers’ Representative advises the Buyer of Adjustment Disagreementany objections, then Purchaser the Buyer and Seller the Sellers’ Representative jointly shall jointly engage KPMG US LLP, or such other nationally recognized firm of independent public accountants as to which the Independent Sellers’ Representative and the Buyer mutually agree (the “Neutral Accounting Firm”), and submit such dispute to the Neutral Accounting Firm to resolve such dispute for arbitration in accordance with N.Y. CVP. LAW § 7501 et seq. The Sellers’ Representative and the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser Buyer shall use commercially reasonable best efforts to cause the Independent Neutral Accounting Firm to render a written decision resolving the matters submitted to the Independent Neutral Accounting Firm within thirty (30) days of the making of such submission. The Independent scope of the disputes to be resolved by the Neutral Accounting Firm shall address only those be limited to whether the items in dispute. The Independent dispute that were included in the Seller Objection were prepared in accordance with this Agreement and the Neutral Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice Closing Date Statement and the Final Purchase Price Net Book Value or the Final Transaction Expenses reflected therein require adjustment. The Neutral Accounting Firm’s decision shall be based solely on written decision submissions by the Sellers’ Representative and the Buyer and their respective representatives and not by independent review. The Neutral Accounting Firm shall address only those items in dispute, shall not make any other determination, and may not assign a value greater than the greatest value for any item in dispute claimed by any party or smaller than the smallest value for such item claimed by any party. Judgment may be entered upon the determination of the Independent Neutral Accounting Firm in any court having jurisdiction over any party against which such determination is to be enforced. If the Sellers’ Representative delivers a Seller Objection, the fees, costs and expenses of the Neutral Accounting Firm shall be final paid (i) by the Sellers if the items covered thereby are resolved in favor of the Buyer or (ii) by the Buyer if the items covered thereby are resolved in favor of the Sellers. If the items referred to therein are resolved in part in favor of the Sellers and in part in favor of the Buyer, such fees, costs and expenses shall be shared by the Sellers and the Buyer in inverse proportion to the aggregate dollar amount of items resolved in favor of the Sellers compared to the aggregate dollar amount of items resolved in favor of the Buyer. Such allocation of fees, costs and expenses shall be determined by the Neutral Accounting Firm. All determinations made by the Neutral Accounting Firm will be final, conclusive and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne by the parties in relative proportion to the change in Purchase Price from that calculated by each respective partyparties.

Dispute. If Seller has any objections to the Final Closing Statement, Seller shall deliver to Buyer a statement setting forth its objections thereto (the “Objections Statement”). If the Objections Statement is not delivered to Buyer within forty-five (45) days after delivery of the Final Closing Statement to Seller, the Final Closing Statement shall be final, binding and non-appealable by the parties. Seller may not amend the Objections Statement. Seller and ▇▇▇▇▇ shall negotiate in good faith to resolve any objections in the Objections Statement, but if and to the extent they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement, Seller and Buyer shall submit such outstanding matters of dispute to the Valuation Firm for resolution. The parties shall cooperate with the Valuation Firm during the term of its engagement, including by executing a customary engagement letter. Any further submissions to the Valuation Firm must be written and delivered to each party to the dispute. Seller and Buyer shall jointly instruct the Valuation Firm that it (i) Within ten (10) days following shall review only the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) days following receipt by Seller of the Adjustment Notice, Seller may deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items unresolved disagreements contained in the Adjustment Notice that Objections Statement, (ii) shall make its determination based upon the terms and conditions set forth in this Section 2.05 in accordance with the defined terms herein and, in the case of Final Net Working Capital, the Accounting Principles, (iii) shall render its decision within thirty (30) days after the referral of the dispute to the Valuation Firm for a decision pursuant hereto, (iv) shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and (v) shall make its decision solely on written materials submitted by the parties and shall not conduct an independent review. As promptly as practicable following the Valuation Firm’s engagement, ▇▇▇▇▇ and Seller disputes shall each prepare and submit a written presentation to the basis for Valuation Firm. Following delivery of the presentations, ▇▇▇▇▇ and Seller may each submit a written response to the other party’s presentation. As soon as practicable thereafter, the Valuation Firm shall render a decision based solely on their respective presentations. Neither Seller nor Buyer (and none of their respective Representatives) shall have any ex parte conversation(s) or meeting(s) with the Valuation Firm without the prior consent of (x) with respect to Seller, ▇▇▇▇▇ and (y) with respect to Buyer, Seller. In resolving any such disputesunresolved disagreement(s), the Valuation Firm shall act solely as an expert, and not as an arbitrator. If The costs and expenses of the Valuation Firm shall be allocated between Buyer and Seller does not provide a Notice based upon the percentage of Adjustment Disagreement within the dollar value of the disputed amounts (as submitted to the Valuation Firm) determined in favor of the other party by the Valuation Firm bears to the dollar value contested by such ten party in the written presentation to the Valuation Firm. For example, if Seller submits an Objections Statement to the Valuation Firm for $1,000, and if Buyer contests to the Valuation Firm only $500 of the amount claimed by Seller, and if the Valuation Firm ultimately resolves the dispute by awarding Seller $300 of the $500 contested, then the costs and expenses of the Valuation Firm will be allocated 60% (10i.e., 300/500) day periodto Buyer and 40% (i.e., such Adjustment Notice and 200/500) to Seller. All determinations made by the Final Purchase Price reflected therein will Valuation Firm shall be final, conclusive and binding on the parties hereto. (ii) In parties, absent fraud or manifest error. Judgment may be entered upon the event a Notice of Adjustment Disagreement is delivered to Purchaser, Purchaser and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects determination of the Adjustment Notice that are not disputed deemed finalValuation Firm in any court having jurisdiction over the party against which such determination is to be enforced. Without limiting claims under any R&W Insurance Policy, conclusive and binding on the parties). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a Notice of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute in accordance with the standards process set forth in this Section 2.3(c). (iii2.05(d) Seller and Purchaser shall use reasonable best efforts be the exclusive remedy of the parties for any disputes related to cause items required to be reflected on the Independent Accounting Firm to render a written decision resolving Final Closing Statement or taken into account in the matters submitted to calculation of the Independent Accounting Firm within thirty (30) days of such submission. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extentNet Working Capital, the Adjustment Notice Closing Cash, the outstanding amount of all Acquired Group Indebtedness Debt and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne by the parties in relative proportion to the change in Purchase Price from that calculated by each respective partyTransaction Expenses.

Dispute. Within thirty (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1030) days following receipt by the Seller Representative of the Adjustment NoticeWorking Capital Statement, the Seller may Representative shall either inform Buyer in writing that the Working Capital Statement is acceptable or deliver written notice (to Buyer of any dispute the “Notice of Adjustment Disagreement”) Seller Representative has with respect to Purchaser regarding any alleged errors concerning the amount by Working Capital Statement, which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must written notice shall describe in reasonable detail the items contained in the Adjustment Notice Working Capital Statement that the Seller Representative disputes and the basis for any such disputesdisputes and his calculation of the Closing Working Capital. If the Seller Representative does not provide notify Buyer of a Notice of Adjustment Disagreement dispute with respect to the Working Capital Statement within such ten thirty (1030) day period, such Adjustment Notice Working Capital Statement and the Final Purchase Price reflected therein will Working Capital shall be final, conclusive and binding on the parties hereto. (ii) parties. In the event of such notification of a Notice of Adjustment Disagreement is delivered to Purchaserdispute, Purchaser Buyer and the Seller Representative shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)such dispute. If Purchaser Buyer and Sellerthe Seller Representative, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a Notice of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute in accordance with the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) days after the Seller Representative advises Buyer of its objections, then the items raised in the Seller Representative’s dispute notice that remain in dispute (the “Remaining Disputed Items”) shall be submitted to BDO, or if BDO is unwilling or unable to serve in such capacity, such other accounting firm as shall be mutually agreed upon by the parties (such accountant, the “Settlement Accountant”), who, acting as an expert and not as an arbitrator, shall resolve the Remaining Disputed Items. Prior to its engagement, the Settlement Accountant shall agree in writing to resolve the Remaining Disputed Items, but no others, in accordance with the provisions of this Section 2.3 and review of the parties’ positions and thereby establish the Closing Working Capital. If the parties are unable to agree upon the selection of the Settlement Accountant within five (5) Business Days after expiration of such submissionthirty (30) day period, the Settlement Accountant shall be appointed by the American Arbitration Association. The Independent Accounting Firm Settlement Accountant shall address only those items in dispute. The Independent Accounting Firm shall determine, on make such basis, whether and to what extent, determination within forty-five (45) days following the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision submission of the Independent Accounting Firm matter to the Settlement Accountant for resolution, and such determination shall be final final, conclusive and binding on all the parties heretoabsent fraud or arithmetic error. The fees In the event any dispute is submitted to the Settlement Accountant for resolution as provided in this Section 2.3(b), the fees, charges and expenses of the Independent Accounting Firm Settlement Accountant shall be borne paid (i) one-half by the parties in relative proportion to Company and the change in Purchase Price from that calculated Stockholders, jointly and severally, and (ii) one-half by each respective partyBuyer.

Dispute. (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) 30 days following receipt by Seller of the Adjustment NoticeClosing Statement, Seller may shall deliver written notice (to Buyer of any dispute it has with respect to the “Notice preparation or content of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputesClosing Statement. If Seller does not provide notify Buyer of a Notice of Adjustment Disagreement dispute with respect to the Closing Statement within such ten (10) 30-day period, or if Seller otherwise earlier notifies Buyer in writing that the Seller has no disputes or objections to the Closing Statement, then such Adjustment Notice and the Final Purchase Price reflected therein Closing Statement will be final, conclusive and binding on the parties hereto. (ii) parties. In the event of such notification of a Notice of Adjustment Disagreement is delivered to Purchaserdispute, Purchaser Buyer and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)such dispute. If Purchaser Buyer and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) 15 days after Seller delivers a Notice advises Buyer of Adjustment DisagreementSeller’s objections, then Purchaser Buyer and Seller jointly shall engage and submit to Deloitte & Touche LLP (the “Arbitration Firm”) any items that remain in dispute with respect to the notice of dispute (the “Unresolved Disputed Items”). The parties acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to Buyer and Seller during such 15-day period of negotiations and any subsequent dispute arising therefrom. If the Seller and Buyer resolve some or all of such items that are the subject of such dispute within the foregoing time period (the disputed items so resolved during such period, the “Resolved Items”) they will document their resolution in a writing signed by each of them, and such Resolved Items will be final, conclusive and binding on the parties. As promptly as practicable thereafter, Buyer and Seller shall jointly engage each prepare and submit a presentation to the Independent Accounting Firm to resolve such dispute in accordance with the standards set forth in this Section 2.3(c). (iii) Arbitration Firm. Buyer and Seller and Purchaser shall will use their respective reasonable best efforts to cause the Independent Accounting Arbitration Firm to render a written decision resolving resolve the matters dispute with respect to the Unresolved Disputed Items as soon as practicable thereafter, but in any event within 30 days after the date on which the Arbitration Firm receives the presentations by Buyer and Seller. For the avoidance of doubt, the Arbitration Firm may look to and resolve only such Unresolved Disputed Items as were submitted to the Independent Accounting Arbitration Firm within thirty for resolution and no other items. There shall be no ex parte communications between any party (30or its Representatives) days of and the Arbitration Firm. In resolving any disputed item, the Arbitration Firm may not assign a value to any item greater than the greatest value for such submissionitem claimed by Buyer or Seller or less than the smallest value for such item claimed by Buyer or the Seller, in each case, in the presentations by Buyer and Seller. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determinecosts of any dispute resolution pursuant to this Section, on such basis, whether including the fees and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision expenses of the Independent Accounting Arbitration Firm shall be final and binding on all parties hereto. The fees of any enforcement of the Independent Accounting Firm determination thereof, shall be borne by the parties Seller and the Buyer in inverse proportion as they may prevail on the matters resolved by the Arbitration Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative proportion to dollar values of the change amounts in Purchase Price from that calculated dispute and shall be determined by each respective partythe Arbitration Firm at the time the determination of such firm is rendered on the merits of the matters submitted. Absent fraud, all determinations made by the Arbitration Firm will be final, conclusive and binding on the parties.

Dispute. The Seller shall have thirty (i30) Within ten (10) calendar days following receipt of the Purchase Price Measurement Date, Purchaser shall Adjustment Statement to deliver to Seller the Purchaser a written notice (the an “Adjustment Dispute Notice”) listing that the Retained Representatives and Seller disputes the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) days following receipt by Seller Purchaser’s calculation of any of the amounts set forth therein, which Adjustment Notice, Seller may deliver written notice (the “Dispute Notice of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe shall set forth in reasonable detail the items contained basis for each element of such dispute. If the Seller does not deliver an Adjustment Dispute Notice on or before the expiration of such thirty-day (30-day) period (or if the Seller notifies the Purchaser in writing that there is no such dispute), the calculations prepared by the Purchaser shall be deemed to be final, binding and conclusive. In the event the Seller delivers an Adjustment Dispute Notice with respect to only certain of the amounts set forth in the Adjustment Notice that Seller disputes and the basis for Statement but not others, then any such disputes. If Seller does not provide a Notice of Adjustment Disagreement within such ten (10) day period, such Adjustment Notice and the Final Purchase Price reflected therein will undisputed amount shall be deemed to be final, conclusive binding and binding on the parties hereto. (ii) conclusive. In the event a the Seller delivers an Adjustment Dispute Notice of Adjustment Disagreement is delivered to the Purchaser, then the Seller and the Purchaser and Seller shall negotiate cooperate in good faith to resolve the items specifically identified therein (with any aspects for a period of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a Notice of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute in accordance with the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) calendar days commencing the date of delivery of the Adjustment Dispute Notice to resolve any such dispute as promptly as possible. During such thirty-day (30-day) period, the Purchaser shall provide the Seller reasonable access to the Purchaser’s and the Group Companies’ personnel, properties, Contracts, documents, books, records, files and other data (including Tax Returns) relevant to the calculation of the Adjustment Amount (subject to the execution of customary work paper access letters if requested). In the event that (i) there is no disagreement with respect to the Adjustment Amount or (ii) the Purchaser and the Seller are able to resolve any disagreements on or before the thirtieth (30th) calendar day following the delivery of such submissionAdjustment Dispute Notice, the Seller and the Purchaser shall, no later than two (2) Business Days after the date on which the Adjustment Amount has been determined, jointly instruct the Escrow Agent to release all or a part of the Escrow Amount to the Seller or the Purchaser, as appropriate pursuant to Section 2.2(h). In the event that the Purchaser and the Seller are unable to resolve all such disagreements on or before the thirtieth (30th) calendar day following the delivery of such Adjustment Dispute Notice, the Purchaser and the Seller shall retain the Accountants to resolve all such disagreements. The Independent Accountants (i) may only resolve disagreements as to matters covered by the Adjustment Dispute Notice (which disagreements shall refer to the specific the line items set out in Schedule 2.2(b)); (ii) shall base their determination solely on (x) the written submissions of the parties and shall not conduct an independent investigation and (y) the Adjustment Amount Accounting Firm Policies; and (iii) shall address only those items in disputenot assign any value with respect to a disputed amount that is greater than the highest value for such amount claimed by either the Seller or the Purchaser or that is less than the lowest value for such amount claimed by either the Seller or the Purchaser. The Independent Accounting Firm Accountants shall determine, be instructed to render a determination as soon as reasonably possible (which the parties hereto agree should not be later than thirty (30) calendar days following the day on such basis, whether which the disagreement is referred to the Accountants). The Accountants shall conduct the determination activities in a manner wherein (x) each of the Seller and the Purchaser promptly provide their assertions regarding the Adjustment Amount to the Accountants and to what extenteach other, substantially simultaneously and (y) all materials submitted are held in confidence and shall not be disclosed to any third parties. The determination by the Adjustment Notice Accountants shall be final, binding and conclusive on both the Seller and the Final Purchase Price reflected therein require adjustmentPurchaser (the “Accountants Ruling”). The written decision parties agree that judgment may be entered upon the determination of the Independent Accounting Firm shall Accountants in any court having jurisdiction over the party against which such determination is to be final and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne by the parties in relative proportion to the change in Purchase Price from that calculated by each respective partyenforced.

Dispute. Within thirty (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1030) days following receipt by Seller of the Adjustment NoticeFinal Closing Balance Sheet and the Final Closing Date Statement (the “Dispute Period”), Seller may shall deliver written notice (the a “Notice of Adjustment DisagreementDispute Notice”) to Purchaser regarding Buyer of any alleged errors concerning disagreement Seller has with respect to the amount by which preparation or content of the Final Purchase Price is to be adjusted in Closing Balance Sheet or the Adjustment NoticeFinal Closing Date Statement. The Such Dispute Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Final Closing Balance Sheet or Final Closing Date Statement with which Seller disputes and disagrees and, to the extent available, the basis for any such disputesdisagreement. If Seller does not provide Buyer with a Dispute Notice of Adjustment Disagreement within such ten (10) day periodthe Dispute Period, such Adjustment Notice and the Final Purchase Price reflected therein Closing Balance Sheet and Final Closing Date Statement delivered by the Buyer pursuant to Section 2.3(a) will be final, conclusive and binding on the parties hereto. (ii) Parties. Any item in, or omitted from, the Final Closing Date Statement that Seller does not disagree with in the Dispute Notice shall be final, binding, and conclusive for all purposes hereunder in the manner stated in, or omitted from, the Final Closing Date Statement. In the event Seller provides Buyer with a Notice of Adjustment Disagreement is delivered to PurchaserDispute Notice, Purchaser Buyer and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)all disagreements related thereto. If Purchaser Buyer and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a any of the disagreements contained in the Dispute Notice of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute in accordance with the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) days after Seller provides Buyer with such Dispute Notice (which thirty (30)-day period may be extended by written agreement of Buyer and Seller), then Buyer and Seller jointly shall engage the accounting firm of G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or such submission. The Independent other nationally recognized accounting firm as may be mutually acceptable to Buyer and Seller (the “Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on Firm”) to resolve any such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne by the parties in relative proportion to the change in Purchase Price from that calculated by each respective partydisagreement(s).

Dispute. If the Seller Representative disputes the calculation of Net Revenues of the Company and the Subsidiaries contained in the Earn-Out Statement, Buyer shall cooperate with and make available to the Seller Representative all records, work papers and calculations of Buyer relating to the Earn-Out Statement and the calculation of Net Revenues therein. The Seller Representative shall have thirty (i) Within ten (1030) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) days following receipt by Seller after delivery of the Adjustment NoticeEarn-Out Statement in which to notify Buyer in writing of any discrepancy in, Seller may deliver written notice or disagreement with, the calculation of the Net Revenues as reflected on the Earn-Out Statement (the a “Notice of Adjustment DisagreementObjection”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputes). If the Seller Representative does not provide submit a Notice of Adjustment Disagreement within Objection during such ten thirty (1030) day period, such Adjustment Notice then the Earn-Out Statement shall be deemed to be accepted in the form presented to the Seller Representative and the Final Purchase Price reflected therein will shall be final, conclusive and binding on upon the parties hereto. (ii) In parties. If the event Seller submits a Notice of Adjustment Disagreement is delivered to PurchaserObjection during such thirty (30) day period and Buyer agrees with the adjustment requested by the Seller Representative therein, Purchaser then an appropriate adjustment shall be made. If Buyer does not agree with the Notice of Objection, Buyer and the Seller Representative shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)such dispute. If Purchaser Buyer and Sellerthe Seller Representative, notwithstanding such good faith effort, fail to resolve such dispute within fifteen twenty (1520) days after Seller delivers a receipt of the Notice of Adjustment DisagreementObjection, then Purchaser the disputed items or amounts shall be submitted for review and final determination by the Arbitration Firm. As promptly as practicable, Buyer and the Seller Representative shall jointly engage the Independent Accounting Firm to resolve such dispute in accordance with the standards set forth in this Section 2.3(c). (iii) Seller each prepare and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render submit a written decision resolving the matters submitted presentation to the Independent Accounting Firm within thirty (30) days of such submissionArbitration Firm. The Independent Accounting Firm scope of the Arbitration Firm’s engagement shall address only those be limited to the resolution of the disputed items regarding the Net Revenue calculation described in disputethe Notice of Objection. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision determination of the Independent Accounting Arbitration Firm shall be final made as promptly as practicable and shall be binding and conclusive on all the parties heretohereto for purposes hereof. The fees fees, costs and expenses of the Independent Accounting Arbitration Firm shall be borne by the parties in relative proportion to the change in Purchase Price from that calculated by each respective non-prevailing party.

Dispute. (i) Within ten sixty (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1060) days following receipt by Seller Sellers of the Adjustment NoticeInitial Closing Statement, Seller may Sellers shall deliver written notice (the an “Notice of Adjustment DisagreementObjection Notice”) to Purchaser regarding Buyer of any alleged errors concerning dispute they have with respect to the preparation or calculation of or any line item in, as applicable, the Closing Balance Sheet, the Closing Cash and Cash Equivalents, the Closing Net Book Value, the Final Closing Indebtedness, the Closing Debt Issuance Cost Adjustment, the Closing Former Directive Cars Value or the Initial Purchase Price, and specifying the amount by which of the Final Purchase Price is to be adjusted proposed adjustment for each item in dispute and the Adjustment Notice. The Notice substance of Adjustment Disagreement must describe any disagreement asserted in reasonable detail the items detail. Any amount, determination or calculation contained in the Adjustment Initial Closing Statement and not specifically disputed in a timely delivered Objection Notice that Seller disputes shall be final, conclusive and binding on the basis for any such disputesParties. If Seller does Sellers do not provide a timely deliver an Objection Notice of Adjustment Disagreement with respect to the Initial Closing Statement within such ten sixty (1060) day period, such Adjustment Notice and the Final Purchase Price reflected therein Initial Closing Statement will be final, conclusive and binding on the parties hereto. Parties. If an Objection Notice is timely delivered within such sixty (ii60) In the event a Notice of Adjustment Disagreement is delivered to Purchaserday period, Purchaser Buyer and Seller Sellers shall negotiate in good faith to resolve the items specifically identified each dispute raised therein (each, an “Objection”). If Sellers and Buyer reach a written agreement with any aspects respect to all of the Adjustment Notice Objections, Sellers and Buyer shall mutually revise the Initial Closing Statement to effect such agreement and the resulting calculation of the Definitive Initial Purchase Price in accordance therewith, and such revised Initial Closing Statement shall be final and binding upon the Parties. (ii) If Buyer and Sellers, notwithstanding such good faith efforts, fail to resolve any Objections within fifteen (15) days after Sellers deliver an Objection Notice, then Buyer and Sellers shall jointly engage the Accounting Firm to resolve such disputes as soon as practicable thereafter (but in any event within thirty (30) days after engagement of the Accounting Firm). At the time of submission of the dispute to the Accounting Firm, Buyer and Sellers will each submit a written statement setting forth in such detail as they deem appropriate their respective positions with respect to only the remaining Objections. There will be no ex parte communications between Buyer or Sellers and the Accounting Firm with respect to the Objections, other than written answers by the parties to written questions from the Accounting Firm. All written communications to or from the Accounting Firm and Buyer or Sellers will be delivered simultaneously to Buyer or Sellers. In determining the Closing Balance Sheet, Closing Cash and Cash Equivalents, Closing Net Book Value, the Closing Debt Issuance Cost Adjustment, the Final Closing Indebtedness and the Closing Former Directive Cars Value, the Accounting Firm shall consider only those items or amounts in the Closing Balance Sheet, Closing Cash and Cash Equivalents, Closing Net Book Value, the Closing Debt Issuance Cost Adjustment, the Final Closing Indebtedness and the Closing Former Directive Cars Value as to which Sellers have raised an Objection and which remain in dispute at the end of the process described in Section 2.5(c)(i). (iii) Buyer and Sellers shall cause the Accounting Firm to deliver a written report containing its calculation of the disputed Objections (which calculation shall be within the range of dispute between the Initial Closing Statement and the Objection Notice) within the thirty (30) day period following its engagement. All Objections that are not disputed deemed resolved between the Parties or are determined by the Accounting Firm will be final, conclusive and binding on the parties). If Purchaser Parties, shall not be subject to appeal and Sellershall be deemed to have been accepted by Buyer and Sellers, notwithstanding such good faith effort, fail subject only to resolve such dispute within fifteen (15) days after Seller delivers a Notice of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute in accordance with the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) days of such submissionmanifest error. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether fees and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision disbursements of the Independent Accounting Firm shall be final allocated to Sellers in the same proportion that the aggregate amount of Objections so submitted to the Accounting Firm that is unsuccessfully disputed by Sellers (as finally determined by the Accounting Firm) bears to the total amount of Objections so submitted, if any, and binding on all parties heretothe balance shall be paid by Buyer. Buyer and Sellers shall enter into an engagement letter with the Accounting Firm promptly after its retention, which includes customary indemnification and other provisions. Following delivery of the Accounting Firm’s determination, Buyer and Sellers shall mutually revise the Initial Closing Statement to effect the calculation of the Definitive Initial Purchase Price in accordance therewith. The fees and disbursements of the Independent Accounting Firm Representatives of each Party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Objection Notice, as applicable, shall be borne by such Party. (iv) Buyer shall cause each Group Company to make its financial records, accounting personnel and advisors available to Sellers, their accountants and other representatives and the parties in relative proportion Accounting Firm upon reasonable notice and at reasonable times during business hours to the change extent reasonably requested by Sellers or required by the Accounting Firm in Purchase Price from that calculated connection with the review by each respective partySellers and the Accounting Firm of, and the resolution of any Objections with respect to, the Initial Closing Statement.

Dispute. Within thirty (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1030) days following receipt by Seller of the Adjustment NoticeClosing Statement, Seller may shall deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding if Seller disputes any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted calculation or item set forth in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputesClosing Statement. If Seller does not provide notify Purchaser of a Notice of Adjustment Disagreement dispute with respect to the Closing Statement within such ten thirty (10) day 30)-day period, such Adjustment Notice and the Final Purchase Price reflected therein Closing Statement will be final, conclusive and binding on the parties hereto. parties, and the Closing Statement shall be deemed to set forth the final Closing Working Capital, Closing Working Capital Adjustment, Closing Cash, Closing Transaction Tax Benefits, Closing Assumed Indebtedness, Company Transaction Expenses and Purchase Price (ii) the “Final Purchase Price”), in each case, for purposes of determining the Actual Adjustment. In the event of a Notice notification of Adjustment Disagreement is delivered to Purchasersuch dispute, Purchaser and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)such dispute. If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen thirty (1530) days after Seller delivers a Notice advises Purchaser of Adjustment Disagreementits objections, then Purchaser and Seller jointly shall engage either Deloitte & Touche LLP or KPMG LLP, provided that if Deloitte & Touche LLP and KPMG LLP are unwilling or unable to accept such engagement, then Purchaser and Seller shall jointly engage another nationally or regionally recognized accounting firm that is not presently providing and has not provided either party or their Affiliates with services in the Independent last two (2) years, as mutually agreed upon by Purchaser and Seller (the “Accounting Firm”) to resolve such dispute. As promptly as practicable thereafter, Purchaser and Seller shall each prepare and submit a presentation to the Accounting Firm regarding the differences, and only such differences, with respect to the Closing Statement. As soon as practicable thereafter, Purchaser and Seller shall cause the Accounting Firm to resolve such dispute choose one of the parties’ positions based solely upon the presentations by Purchaser and Seller. Purchaser and Seller shall instruct the Accounting Firm to make its determination based solely on presentations by Purchaser and Seller that are in accordance with the standards guidelines and procedures set forth in this Section 2.3(cAgreement (i.e., not on the basis of an independent review). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) days of such submission. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final and binding on all parties hereto. The fees and expenses of the Independent Accounting Firm shall be borne by the parties Purchaser and Seller in relative inverse proportion to their success on the change merits in the resolution of the items in dispute. All determinations made by the Accounting Firm will be final, conclusive and binding on the parties, and not subject to any further adjustment under Article IX or otherwise. The Closing Statement shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(c) and, as so revised, such Closing Statement shall be deemed to set forth the final Closing Working Capital, Closing Working Capital Adjustment, Closing Cash, Closing Transaction Tax Benefits, Closing Assumed Indebtedness, Company Transaction Expenses and Final Purchase Price from that calculated by Price, in each respective partycase, for all purposes hereunder (including the determination of the Actual Adjustment). The procedures set forth in this Section 2.3 for resolving disputes in this Section 2.3 shall be the sole and exclusive method for resolving any such dispute.

Dispute. Within forty-five (i) Within ten (1045) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which Seller’s receipt of the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) days following receipt by Seller of the Adjustment NoticeNet Working Capital Obligations Statement, Seller may shall deliver written notice (to Buyer of any dispute Seller has with respect to the “Notice preparation or content of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment NoticeNet Working Capital Obligations Statement. The Notice of Adjustment Disagreement Such notice must describe in reasonable detail the items contained in the Adjustment Notice Final Net Working Capital Obligations Statement that Seller disputes and the basis for any such disputesdispute. If Seller does not provide notify Buyer of a Notice of Adjustment Disagreement dispute with respect to the Final Net Working Capital Obligations Statement within such ten forty-five (1045-) day period, such Adjustment Notice and the Final Purchase Price reflected therein Net Working Capital Obligations Statement will be final, conclusive and binding on the parties hereto. (ii) parties. In the event of a Notice notification of Adjustment Disagreement is delivered to Purchasera dispute by Seller, Purchaser Buyer and Seller shall negotiate in good faith to resolve such dispute. If Buyer and Seller fail to resolve such dispute within thirty (30) days after Seller advises Buyer of its objections, then Buyer and Seller jointly shall engage the Independent Accountants to resolve such dispute. The Independent Accountants shall only consider those items specifically identified therein (and amounts set forth on the Final Net Working Capital Obligations Statement as to which Buyer and Seller have disagreed within the time period specified above and must resolve the matter in accordance with any aspects the terms and provisions of this Agreement. Upon the agreement of Buyer and Seller or the decision of the Adjustment Notice that are not disputed deemed Independent Accountants, the Final Net Working Capital Obligations Statement will be final, conclusive and binding on the parties). If Purchaser The fees, expenses and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a Notice costs of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute in accordance with the standards set forth in this Section 2.3(c). (iii) Accountants shall be borne by Seller and Purchaser shall use reasonable best efforts to cause the Shareholders, on the one hand, and by Buyer, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm to render a written decision resolving the matters submitted to Accountants, which proportionate allocation will also be determined by the Independent Accounting Firm within thirty (30) days of such submission. The Independent Accounting Firm shall address only those items Accountants and be included in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written final decision of the Independent Accounting Firm shall be final and binding on all parties heretoAccountants. The fees determination of the Independent Accounting Firm Accountants, absent fraud, shall be borne by deemed a final arbitration award that is binding on each of Buyer, Seller and the parties in relative proportion Shareholder, and no party shall seek further recourse to courts, other tribunals or otherwise, other than to enforce to the change final decision of the Independent Accountants. Judgment may be entered to enforce the final decision of the Independent Accountants in Purchase Price from that calculated by each respective partyany court having proper jurisdiction.

Dispute. (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) 30 days following receipt by Seller the Company of the Adjustment NoticeNet Working Capital Statement, Seller may the Company shall deliver written notice to Buyer of any dispute it has with respect to the Net Working Capital Statement (the “Notice of Adjustment DisagreementNet Working Capital Objection”) setting forth a specific description of the basis of the Net Working Capital Objection, the adjustments to Purchaser regarding any alleged errors concerning the amount by which Net Working Capital Statement that the Company believes should be made, and the Company’s calculation of the Final Purchase Price is to be adjusted Net Working Capital. The Buyer will assist and cooperate with the Company in the Adjustment Noticepreparation of any Net Working Capital Objection. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any During such disputes. If Seller does not provide a Notice of Adjustment Disagreement within such ten (10) 30-day period, such Adjustment Notice subject to the Company’s confidentiality obligations under the Non-Compete Agreement, the Buyer shall, at the request of the Company, on reasonable prior notice from the Company and during normal business hours, afford the Company reasonable access to the books and records with respect to the Business (to the extent relevant to the determination of the Final Net Working Capital) and otherwise reasonably cooperate with the Company in connection with its preparation of any Net Working Capital Objection. The Company shall be deemed to have accepted the Net Working Capital Statement except to the extent specifically disputed in the Net Working Capital Objection. The Company shall not dispute the accounting principles and adjustments used in preparing the Net Working Capital Statement and the Final Purchase Price reflected therein will be final, conclusive Net Working Capital if such principles and binding on adjustments are consistent with the parties hereto. (ii) In Agreed Principles. Failure to so notify Buyer within such 30-day period shall constitute acceptance and approval of Buyer’s calculation of the event a Notice of Adjustment Disagreement is delivered Final Net Working Capital. Buyer shall have 30 days following the date it receives the Net Working Capital Objection to Purchaser, Purchaser review and Seller shall negotiate in good faith respond to the Net Working Capital Objection. If the Company and the Buyer are unable to resolve all of their disagreements with respect to the items specifically identified therein (with any aspects of specified in the Adjustment Notice that are Net Working Capital Objection by the 30th day following Buyer’s response thereto, after having used their commercially reasonable efforts to reach a resolution, they shall refer their remaining differences to the CPA Firm, which shall, acting as experts in accounting and not disputed deemed finalas arbitrators, conclusive and binding determine on the parties). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a Notice of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute in accordance basis consistent with the standards set forth in this Section 2.3(c). (iii) Seller Agreed Principles, and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted only with respect to the Independent Accounting Firm within thirty (30) days of such submission. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne by the parties in relative proportion to the change in Purchase Price from that calculated by each respective party.specific remaining accounting-related

Dispute. If the Stockholders’ Representative timely provides a Dispute Notice (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted or pursuant to Section 2.3(b2.05(b), if any. Within ten an “Earn Out Dispute Notice” (10) days following receipt by Seller of the Adjustment Notice, Seller may deliver written notice (the “Notice of Adjustment Disagreement”as defined therein)) to Purchaser regarding any alleged errors concerning Parent, the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice representatives of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes Parent and the basis for any such disputes. If Seller does not provide a Notice of Adjustment Disagreement within such ten (10) day periodStockholders’ Representative shall, such Adjustment Notice and the Final Purchase Price reflected therein will be final, conclusive and binding on the parties hereto. (ii) In the event a Notice of Adjustment Disagreement is delivered to Purchaser, Purchaser and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a Notice of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute in accordance with the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) days following the date of the Dispute Notice or Earn Out Dispute Notice (the “Dispute Resolution Period”), attempt in good faith to resolve their differences and any resolution by them that is agreed by the parties in writing shall be final, binding and conclusive. In connection with any such submissiondispute, each party will cooperate with the other party to attempt to resolve such dispute, including making available to such other parties personnel, books and records, material and other information reasonably requested for making determinations as to the dispute and related computations. The Independent Accounting If at the conclusion of the Dispute Resolution Period there are amounts still remaining in dispute (“Disputed Amounts”), then all amounts remaining in dispute shall be submitted for resolution to a recognizable, reputable and impartial certified public accounting firm that is mutually acceptable to Parent and the Stockholders’ Representative (the “Neutral Firm”). If Parent and the Stockholders’ Representative cannot agree upon a Neutral Firm within ten (10) days, a mediator selected by JAMS at the request of the parties shall choose a recognized, reputable, and impartial certified public accounting firm to act as the Neutral Firm. Within thirty (30) days from the date such Neutral Firm is retained, the Neutral Firm shall address only those items resolve the amounts remaining in dispute between the parties and shall deliver its determination of the amounts remaining in dispute. The Independent Accounting Firm shall determine, on such basisincluding a determination of any and all adjustments related thereto, whether and in writing to what extent, the Adjustment Notice Parent and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm Stockholders’ Representative, which determination shall be final final, binding and binding on all parties heretoconclusive. The fees and expenses of the Independent Accounting Neutral Firm shall be borne by Parent and the parties in relative proportion Stockholders’ Representative pro rata, such that Parent shall be responsible for a percentage of such fees and expenses that is equal to the change percentage of the Disputed Amounts that the Neutral Firm determines should be included in Purchase Price from the Closing Working Capital Amount or calculation of EBITDA and the Stockholders’ Representative shall be responsible for a percentage of such fees and expenses that calculated by each respective partyis equal to the percentage of the Disputed Amounts that the Neutral Firm determines should not be included in the Closing Working Capital Amount or calculation of EBITDA. Notwithstanding any other provision of this Agreement, any portion of any payment due hereunder which is not in dispute shall be paid to the Company Stockholders in accordance with the terms of this Agreement.

Dispute. (i) Within ten (10) days following If the Purchase Price Measurement DateSellers’ Representative elects to dispute the Excess Returns Amount set forth in the Excess Returns Notice, Purchaser in whole or in part, then Sellers’ Representative shall deliver to Seller provide a written notice (to the “Adjustment Notice”) listing Buyer within 10 Business Days of delivery by the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) days following receipt by Seller Buyer of the Adjustment Excess Returns Notice, Seller may deliver written notice (which shall specify the “Notice of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the estimated amount by which the Final Purchase Price is to be adjusted thereof in the Adjustment Notice. The Notice of Adjustment Disagreement must describe dispute and set forth in reasonable detail the items contained in basis of its objections thereto (“Returns Dispute Notice”). Promptly following receipt by the Adjustment Buyer of any Returns Dispute Notice that Seller disputes from the Sellers’ Representative, the Buyer and the basis for Sellers’ Representative shall attempt to reconcile their differences, and any such disputes. If Seller does not provide a Notice of Adjustment Disagreement within such ten (10) day period, such Adjustment Notice and the Final Purchase Price reflected therein will resolution by them as to any disputed amounts shall be final, binding and conclusive and binding on the parties hereto. (ii) In . If the event Sellers’ Representative and the Buyer are unable to reach a Notice resolution with such effect within 20 Business Days after the receipt by the Buyer of Adjustment Disagreement is delivered to Purchaserthe Returns Dispute Notice, Purchaser the Sellers’ Representative and Seller the Buyer shall negotiate in good faith to resolve submit the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such remaining in dispute within fifteen (15) days after Seller delivers a Notice of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute in accordance with the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted for resolution to the Independent Accounting Firm Firm, which shall, within thirty (30) days of 30 Business Days after such submission, determine and report to the Sellers’ Representative and the Buyer upon such remaining disputed items, and such report shall be final, binding and conclusive on the Sellers and the Buyer. The Independent Accounting Firm shall address only those items fees and disbursements of any accounting firm retained by the Sellers’ Representative or the Buyer to assist it in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, any dispute regarding the Adjustment Excess Returns Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final and binding on all parties hereto. The fees of the Independent Accounting Firm Firm, if any, shall be borne by either the parties Buyer or C▇▇▇▇▇ in relative proportion the event that either the Buyer or the Sellers’ Representative, respectively, does not prevail in the dispute (including the Company in the event that the Buyer is such non-prevailing party); provided, however that if the Sellers’ Representative is not the prevailing party, C▇▇▇▇▇ shall not be entitled to reimbursement from any Seller for such fees and disbursements under this Section 1.05(b) in excess of any amount of the change in Purchase Price from that calculated actually received by each respective partysuch Seller.

Dispute. During the forty-five (i45) Within ten day period immediately following the Seller Representative’s receipt of the Closing Balance Sheet and the Closing Statement, the Seller Representative and its Representatives will be permitted to review, during normal business hours and upon reasonable notice, the Surviving Corporation’s books and records and the working papers related to the preparation of the Closing Balance Sheet and the Closing Statement (10including the determinations included therein), in order to facilitate the Seller Representative’s review of the Closing Balance Sheet and the Closing Statement. The Closing Balance Sheet and the Closing Statement (including the determinations included therein) will become final, binding and conclusive on Parent, each Participating Securityholder and the Seller Representative (A) at 5:00 p.m., New York City Time, on the date that is forty-five (45) days following the Purchase Price Measurement DateSeller Representative’s receipt thereof, Purchaser shall deliver unless Parent receives from the Seller Representative prior to Seller a such date and time written notice of the Seller Representative’s disagreement (the a “Adjustment Dispute Notice”) listing the Retained Representatives and the with any amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) days following receipt by Seller of the Adjustment Notice, Seller may deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted or determination set forth in the Adjustment NoticeClosing Balance Sheet or the Closing Statement or (B) on such earlier date as the Seller Representative notifies Parent that it does not dispute the Closing Balance Sheet and Closing Statement. The Any Dispute Notice of Adjustment Disagreement must describe will specify in reasonable detail the items contained in nature and dollar amount of any disagreement so asserted (for purposes of this Section 3.6, collectively, the Adjustment Notice that Seller disputes and the basis for any such disputes. If Seller does not provide a Notice of Adjustment Disagreement within such ten (10) day period, such Adjustment Notice and the Final Purchase Price reflected therein will be final, conclusive and binding on the parties hereto. (ii) In the event a Notice of Adjustment Disagreement is delivered to Purchaser, Purchaser and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties“Disputed Items”). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after the Seller Representative timely delivers a Notice of Adjustment DisagreementDispute Notice, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute determination of the Net Adjustment (in accordance with the standards set forth resolution described in this clause (1) or (2) below, as applicable) will become final, binding and conclusive on Parent, each Participating Securityholder and the Seller Representative on the first to occur of (1) the date on which Parent and the Seller Representative resolve in writing all differences they have with respect to the Disputed Items or (2) the date on which all of the Disputed Items that are not resolved by Parent and the Seller Representative in writing are finally resolved in writing by the Independent Accountant in accordance with Section 2.3(c3.6(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) days of such submission. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne by the parties in relative proportion to the change in Purchase Price from that calculated by each respective party.

Dispute. (i) Within ten The Final Closing Statement, and the amounts set forth therein, shall be final and binding on the parties hereto unless, within thirty (1030) days following Business Days after receipt by Sellers of the Purchase Price Measurement DateFinal Closing Statement, Purchaser Sellers shall deliver to Seller a written notice (to Buyer of its disagreement with the “Adjustment Notice”) listing calculation of any of the Retained Representatives line items in the Final Closing Statement that specifies the amount of the proposed adjustment for each line item in dispute and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) days following receipt by Seller substance of the Adjustment Notice, Seller may deliver written notice any disagreement asserted in reasonable detail (the “Notice of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice). The Notice of Adjustment Disagreement must describe shall only set forth objections based on (x) arithmetic error or (y) the Final Closing Statement not being prepared (A) in reasonable detail accordance with the definition of Net Working Capital and/or GAAP as consistently applied, as applicable, and (B) subject to Section 2.5(a), in the same form, and with the same line items, as the Reference Closing Statement. Sellers shall be deemed to have agreed with all items and amounts contained in the Adjustment Notice that Seller disputes Final Closing Statement and the basis for any such disputescalculations set forth therein, other than as specified in the Notice of Disagreement. If Seller does not provide a the Notice of Adjustment Disagreement is timely delivered by Sellers as provided herein, Buyer, on the one hand, and Sellers, on the other hand, will, during the fifteen (15) days following delivery of the Notice of Disagreement, use their commercially reasonable efforts to reach agreement on the disputed items or amounts set forth in the Notice of Disagreement, which shall be resolved within such ten (10) day periodthe range represented by Buyer’s and Sellers’ respective positions. For the purposes of complying with this Section 2.5(b)(i), such Adjustment Notice after the Closing and until any disputes with respect to the Final Purchase Price reflected therein will Closing Statement are resolved in accordance with this Section 2.5(b), Buyer shall provide Sellers and their Representatives, upon prior written request of Sellers, reasonable access to Buyer’s work papers and any work papers of Buyer’s independent accountants, in each case, to the extent used in the preparation of the Final Closing Statement, and Buyer shall make reasonably available to Sellers and their Representatives relevant Buyer personnel responsible for the preparation of the Final Closing Statement, in each case, to the extent reasonably necessary for, and for the sole purpose of, assisting in Sellers’ review of the Final Closing Statement; provided that the independent accountants of Buyer shall not be final, conclusive obligated to make any work papers available to Sellers unless and binding on the parties heretountil Sellers have signed a customary agreement relating to access to work papers in form and substance reasonably acceptable to such independent accountants. (ii) In If Buyer and Sellers are unable to reach agreement on the event Final Closing Statement during the fifteen (15)-day period described above, they shall promptly thereafter designate a Notice firm of Adjustment Disagreement is delivered independent accountants (the “Audit Firm”) of nationally recognized standing reasonably satisfactory to Purchaser, Purchaser Buyer and Seller shall negotiate in good faith Sellers to resolve review this Agreement and the disputed items specifically identified therein (with any aspects or amounts for the purpose of calculating the Final Closing Statement. If Buyer and Sellers do not agree on the selection of the Adjustment Notice that are not disputed deemed finalAudit Firm within ten (10) Business Days following the end of the fifteen (15)-day period described above, conclusive and binding on either party may request the parties). If Purchaser and SellerAmerican Arbitration Association to appoint, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers from this request, a Notice firm of Adjustment Disagreementindependent public accountants of nationally recognized standing with significant experience relating to purchase price adjustments in the financial services industry, then Purchaser which is independent of each of Buyer and Seller Sellers, to serve as the Audit Firm. At the time of submission of the dispute to the Audit Firm, Buyer and Sellers will each submit a written statement setting forth in such detail as they deem appropriate their respective positions with respect to only the disputed matters. There will be no ex parte communications between Buyer or Sellers and the Audit Firm with respect to the disputed matters, other than written answers by the parties to written questions from the Audit Firm. All written communications to or from the Audit Firm and Buyer or Sellers will be delivered simultaneously to the other party. In determining the Final Closing Statement, the Audit Firm (1) shall jointly engage be bound by the Independent Accounting Firm to resolve such dispute in accordance with the standards definitions and other applicable provisions set forth in this Section 2.3(c). Agreement, (iii2) Seller shall consider only those items or amounts in the Final Closing Statement as to which Sellers have disagreed, as set forth in the Notice of Disagreement, and Purchaser (3) shall base its review solely on the written statements prepared by the parties and supporting documents provided by the parties and the responses to any written questions from the Audit Firm. The decision of the Audit Firm shall not be based on an independent examination or audit of the financial or accounting records of the Company or its predecessors or legal discovery process. The determination of the Audit Firm with respect to each line item in dispute with respect to the Final Closing Statement shall be within the range represented by Buyer’s and Sellers’ respective positions as set forth in the Final Closing Statement and the Notice of Disagreement, respectively. The parties shall use commercially reasonable best efforts to cause the Independent Accounting Audit Firm to render a written decision resolving the matters submitted deliver to the Independent Accounting Firm Buyer and Sellers, as promptly as practicable, and in any event within thirty (30) days days, after referral of such submissionthe disputed matters to the Audit Firm a written report setting forth its determination with respect to each of the disputed matters as provided in this Section 2.5(b)(ii). The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision determination of the Independent Accounting Audit Firm shall be final final, binding and binding on all parties heretoconclusive, shall not be subject to appeal and shall be deemed to have been accepted by Buyer and Sellers, subject only to manifest error. The fees and expenses of the Independent Accounting Audit Firm shall be borne by Buyer, on the parties one hand, and by Sellers, on the other hand, in relative inverse proportion as they may prevail on the matters resolved by the Audit Firm, which allocation shall be determined by the Audit Firm at the time the Audit Firm renders its determination on the merits of the matters submitted to the change in Purchase Price from that calculated by each respective partyit.

Dispute. After receipt of the Closing Statement, if the Sellers Representative wants to dispute any item set forth in the Closing Statement, then the Sellers Representative must deliver written notice to the Buyer of such dispute within thirty (i) Within ten (1030) days following the Purchase Price Measurement Datereceipt of the Closing Statement, Purchaser shall deliver such dispute notice to Seller specify, with reasonable particularity, all disputed items in the Closing Statement. If the Sellers Representative does not notify the Buyer of a written notice dispute with respect to the Closing Statement within such thirty (the “Adjustment Notice”) listing the Retained Representatives 30)‑day period, then such Closing Statement (and the amount by which proposed final calculations of (i) the Final Purchase Price is Cash as of 12:01 a.m. Eastern Time on the Closing Date; (ii) the Net Working Capital as of 12:01 a.m. Eastern Time on the Closing Date; (iii) the Company Debt outstanding as of immediately prior to be adjusted pursuant to Section 2.3(b), if any. Within ten the Closing; (10iv) days following receipt by Seller the unpaid portion of the Selling Expenses as of the Closing; and (v) the Post- Closing Adjustment Notice, Seller may deliver written notice (the “Notice of Adjustment Disagreement”reflected thereon) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputes. If Seller does not provide a Notice of Adjustment Disagreement within such ten (10) day period, such Adjustment Notice and the Final Purchase Price reflected therein will be final, conclusive and binding on the parties hereto. (ii) Parties. In the event the Sellers Representative delivers written notice to the Buyer of a Notice of Adjustment Disagreement is delivered dispute with respect to Purchaserthe Closing Statement within such thirty (30)‑day period, Purchaser then the Buyer and Seller the Sellers Representative shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)such dispute. If Purchaser the Buyer and Sellerthe Sellers Representative, notwithstanding such good faith effortefforts, fail to resolve such dispute within fifteen (15) days after Seller delivers a Notice the Sellers Representative advises the Buyer of Adjustment Disagreementsuch dispute, then Purchaser the Buyer and Seller the Sellers Representative shall jointly engage a nationally recognized accounting firm that has no material relationship with and is acceptable to the Independent Buyer and the Sellers Representative) (the "Accounting Firm") to act as an expert in accounting, and not as an arbitrator, to resolve only the items specifically disputed that remain unresolved. In determining each disputed item, the Accounting Firm may not assign a value to such item greater than the greatest value for such item claimed by either the Buyer or Sellers Representative or less than the lowest value for such item claimed by either the Buyer or Sellers Representative. The Buyer and the Sellers Representative will use their respective commercially reasonable efforts, including by executing a customary engagement letter reasonably acceptable to it, to cause the Accounting Firm to resolve such dispute all disagreements as soon as practicable, but in accordance with the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm any event within thirty (30) days of such submissionthe Accounting Firm's engagement. There shall be no substantive ex parte communications between either the Buyer or any of the Sellers and the Accounting Firm. The Independent Accounting Firm shall address only those items in disputewill be required to resolve the dispute based solely upon the written presentations by the Buyer and the Sellers Representative. The Independent resolution of the dispute by the Accounting Firm shall determineFirm, on such basisabsent manifest error, whether and to what extent, or any written agreement of the Adjustment Notice Buyer and the Final Purchase Price reflected therein require adjustment. The written decision Sellers Representative as to the resolution of the Independent Accounting Firm shall dispute, will be final final, conclusive, and binding on all parties heretothe Parties. The fees Buyer, on the hand, and the Sellers Representative (on behalf of the Independent Sellers), on the other hand, shall share the fees and expenses of the Accounting Firm shall be borne by the parties in relative inverse proportion to the change relative amounts subject to the dispute notice that are determined in Purchase Price from that calculated favor of such party or parties in accordance with the following formulas: (i) the Buyer will pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the dispute notice resolved in favor of the Sellers and the denominator of which is the total dollar amount subject to the dispute notice, and (ii) the Sellers Representative (on behalf of the Sellers) will pay a portion of such fees and expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount subject to the dispute notice resolved in favor of the Buyer and the denominator of which is the total dollar amount subject to the dispute notice. Notwithstanding the foregoing, the Parties shall each be responsible for paying the fees and expenses of their own respective partyattorneys, accountants and other representatives in connection with any dispute.

Dispute. Within forty-five (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1045) days following receipt by Seller Sellers of the Adjustment NoticeFinal Closing Statement (the “Dispute Period”), SD Seller may (on behalf of itself and the other Sellers) shall deliver written notice (the a “Notice of Adjustment DisagreementDispute Notice”) to Purchaser regarding Buyer of any alleged errors concerning disagreement that SD Seller (on behalf of itself and the amount by which other Sellers) has with respect to the content of the Final Purchase Price is to be adjusted in the Adjustment NoticeClosing Statement. The Such Dispute Notice of Adjustment Disagreement must shall describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and Final Closing Statement with which Sellers disagree and, to the extent available, the basis for any such disputesdisagreement (including Sellers’ alternative calculation) and the amount of the disagreement. If SD Seller does not provide Buyer with a Dispute Notice of Adjustment Disagreement related to the Final Closing Statement within such ten (10) day periodthe Dispute Period, such Adjustment Notice and the Final Purchase Price reflected therein Closing Statement will be final, conclusive and binding on the parties hereto. (ii) Parties. In the event SD Seller provides Buyer with a Notice Dispute Notice, Buyer and SD Seller (on behalf of Adjustment Disagreement is delivered to Purchaser, Purchaser itself and Seller the other Sellers) shall negotiate in good faith to resolve any disagreements related thereto. The Parties acknowledge and agree that the items specifically identified therein (with Federal Rules of Evidence Rule 408 shall apply during such negotiations and any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)subsequent dispute arising therefrom. If Purchaser Buyer and SD Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a any disagreement contained in the Dispute Notice of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute in accordance with the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) days after SD Seller provides Buyer with such Dispute Notice, then Buyer and SD Seller jointly shall engage and instruct a nationally recognized independent accounting firm as may be mutually acceptable to Buyer and SD Seller (the “Accounting Firm”) to resolve any such unresolved disagreement(s) only. SD Seller and Buyer shall jointly instruct the Accounting Firm that it (i) shall review only the unresolved disagreements contained in the Dispute Notice, (ii) shall make its determination based upon the terms and conditions set forth in this Section 2.3 and Exhibit D, (iii) shall render its decision as promptly as reasonably practicable (with direction from the Parties to do so within thirty (30) days after the referral of the dispute to the Accounting Firm for a decision pursuant hereto), (iv) shall not assign a value to any item greater than the greatest value for such submissionitem claimed by either Party or less than the smallest value for such item claimed by either Party and (v) shall make its decision solely on written materials submitted by the Parties and shall not conduct an independent review. The Independent As promptly as practicable following the Accounting Firm’s engagement, ▇▇▇▇▇ and SD Seller shall each prepare and submit a written presentation to the Accounting Firm and each other. Following delivery of the presentations, ▇▇▇▇▇ and SD Seller may each submit a written response to the other Party’s presentation. As soon as practicable thereafter, the Accounting Firm shall address only those items in disputerender a decision based solely on their respective presentations. The Independent Neither SD Seller nor ▇▇▇▇▇ (and none of their respective Representatives) shall have any ex parte conversation(s) or meeting(s) with the Accounting Firm related to the unresolved disagreement(s) or this Agreement without the prior consent of (x) with respect to SD Seller, Buyer and (y) with respect to Buyer, SD Seller. In resolving any such unresolved disagreement(s), the Accounting Firm shall determineact solely as an expert, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustmentnot as an arbitrator. The written decision fees, costs and expenses of the Independent Accounting Firm shall be final allocated to and borne by ▇▇▇▇▇, on the one hand, and Sellers (in accordance with each such Seller’s respective Pro Rata Share), on the other hand, based on the inverse of the percentage that the Accounting Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Accounting Firm. For example, should the items in dispute total in amount to $1,000 and the Accounting Firm award $600 in favor of ▇▇▇▇▇’s position, 60% of the costs of its review would be borne by Sellers (in accordance with each such Seller’s respective Pro Rata Share), and 40% of the costs would be borne by ▇▇▇▇▇. All determinations made by the Accounting Firm (including with respect to the allocation of its fees) shall be final, conclusive and binding on all parties heretothe Parties, absent fraud or manifest error. Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the Party against which such determination is to be enforced. The fees Closing Date Cash Consideration, as finally determined pursuant to this Section 2.3(d) (i.e., as if the Final Net Working Capital, the Final Closing Cash Balance, the Final Company Group Debt, the Final Selling Expenses and the Final Closing Company Group Bonus Payments been substituted for the Estimated Net Working Capital, the Estimated Closing Cash Balance, the Estimated Company Group Debt, the Estimated Selling Expenses and the Estimated Closing Company Group Bonus Payments as of the Independent Accounting Firm shall be borne by Closing), is referred to herein as the parties in relative proportion to the change in Purchase Price from that calculated by each respective party“Final Closing Date Cash Consideration”.

Dispute. During the forty-five (i45) Within ten day period immediately following the Seller Representative’s receipt of the Closing Balance Sheet and the Closing Statement, the Seller Representative and its Representatives will be permitted to review, during normal business hours and upon reasonable notice, the Surviving Corporation’s books and records and the working papers related to the preparation of the Closing Balance Sheet and the Closing Statement (10including the determinations included therein), in order to facilitate the Seller Representative’s review of the Closing Balance Sheet and the Closing Statement. The Closing Balance Sheet and the Closing Statement (including the determinations included therein) will become final, binding and conclusive on Parent, each Participating Securityholder and the Seller Representative (A) at 5:00 p.m., New York City Time, on the date that is forty-five (45) days following the Purchase Price Measurement DateSeller Representative’s receipt thereof, Purchaser shall deliver unless Parent receives from the Seller Representative prior to Seller a such date and time written notice of the Seller Representative’s disagreement (the a “Adjustment Dispute Notice”) listing the Retained Representatives and the with any amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) days following receipt by Seller of the Adjustment Notice, Seller may deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted or determination set forth in the Adjustment NoticeClosing Balance Sheet or the Closing Statement or (B) on such earlier date as the Seller Representative notifies Parent that it does not dispute the Closing Balance Sheet and Closing Statement. The Any Dispute Notice of Adjustment Disagreement must describe will specify in reasonable detail the items contained in nature and dollar amount of any disagreement so asserted (for purposes of this Section 3.6, collectively, the Adjustment Notice that Seller disputes and the basis for any such disputes. If Seller does not provide a Notice of Adjustment Disagreement within such ten (10) day period, such Adjustment Notice and the Final Purchase Price reflected therein will be final, conclusive and binding on the parties hereto. (ii) In the event a Notice of Adjustment Disagreement is delivered to Purchaser, Purchaser and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties“Disputed Items”). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after the Seller Representative timely delivers a Notice of Adjustment DisagreementDispute Notice, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute determination of the Net Adjustment (in accordance with the standards set forth resolution described in this clause (1) or (2) below, as applicable) will become final, binding and conclusive on Parent, each Participating Securityholder and the Seller Representative on the first to occur of (1) the date on which Parent and the Seller Representative resolve in writing all differences they have with respect to the Disputed Items or (2) the date on which all of the Disputed Items that are not resolved by ▇▇▇▇▇▇ and the Seller Representative in writing are finally resolved in writing by the Independent Accountant in accordance with Section 2.3(c3.6(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) days of such submission. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne by the parties in relative proportion to the change in Purchase Price from that calculated by each respective party.

Dispute. Within sixty (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1060) days following receipt by Seller Representative of the Adjustment NoticeFinal Closing Statement (the “Dispute Period”), Seller may Representative shall deliver written notice (the a “Notice of Adjustment DisagreementDispute Notice”) to Purchaser regarding Buyer of any alleged errors concerning disagreement Seller Representative has with respect to the amount by which preparation or content of the Final Purchase Price is to be adjusted in the Adjustment NoticeClosing Statement. The Such Dispute Notice of Adjustment Disagreement must shall describe in reasonable detail the items contained in the Adjustment Notice that Final Closing Statement with which Seller disputes and Representative disagrees and, to the extent available, the basis for any such disputesdisagreement and the amount of the disagreement. If Seller Representative does not provide Buyer with a Dispute Notice of Adjustment Disagreement related to the Final Closing Statement within such ten (10) day periodthe Dispute Period, such Adjustment Notice and the Final Purchase Price reflected therein Closing Statement will be final, conclusive and binding on the parties hereto. (ii) Parties. In the event Seller Representative provides Buyer with a Notice of Adjustment Disagreement is delivered to PurchaserDispute Notice, Purchaser Buyer and Seller Representative shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)disagreements related thereto. If Purchaser ▇▇▇▇▇ and SellerSeller Representative, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a any disagreement contained in the Dispute Notice of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute in accordance with the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) days after Seller Representative provides Buyer with such Dispute Notice, then Buyer and Seller Representative jointly shall engage and instruct the accounting firm of Ernst & Young LLP or such submissionother nationally recognized independent accounting firm as may be mutually acceptable to Buyer and Seller Representative (the “Accounting Firm”) to resolve any such unresolved disagreement(s). The Independent Seller Representative and Buyer shall jointly instruct the Accounting Firm that it (i) shall review only the unresolved disagreements contained in the Dispute Notice, (ii) shall make its determination based upon the terms and conditions set forth in this Section 2.3 and Exhibit B, (iii) shall render its decision within thirty (30) days after the referral of the dispute to the Accounting Firm for a decision pursuant hereto, (iv) shall not assign a value to any item greater than the greatest value for such item claimed by Buyer or Seller Representative or less than the smallest value for such item claimed by either Buyer or Seller Representative and (v) shall make its decision solely on written materials submitted by the Parties and shall not conduct an independent review. As promptly as practicable following the Accounting Firm’s engagement, ▇▇▇▇▇ and Seller Representative shall each prepare and submit a written presentation to the Accounting Firm. Following delivery of the presentations, ▇▇▇▇▇ and Seller Representative may each submit a written response to the other party’s presentation. As soon as practicable thereafter, the Accounting Firm shall address only those items render a decision based solely on their respective presentations. Neither Seller Representative nor ▇▇▇▇▇ (and none of their respective representatives) shall have any ex parte conversation(s) or meeting(s) with the Accounting Firm in disputeconnection herewith without the prior consent of (x) with respect to Seller Representative, ▇▇▇▇▇, and (y) with respect to ▇▇▇▇▇, Seller Representative. The Independent In resolving any such unresolved disagreement(s), the Accounting Firm shall determineact solely as an expert, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustmentnot as an arbitrator. The written decision fees, costs and expenses of the Independent Accounting Firm shall be final allocated to and binding borne by ▇▇▇▇▇, on all parties hereto. The fees the one hand, and Seller (or in the event Seller has been dissolved, the Beneficial Owners on a Pro Rata Share basis and not jointly), on the other hand, based on the inverse of the Independent percentage that the Accounting Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Accounting Firm. For example, should the items in dispute total in amount to $1,000 and the Accounting Firm award $600 in favor of ▇▇▇▇▇’s position, 60% of the costs of its review would be borne by Seller (or in the event Seller has been dissolved, the Beneficial Owners on a Pro Rata Share basis and not jointly), and 40% of the costs would be borne by ▇▇▇▇▇. All determinations made by the Accounting Firm shall be borne by final, conclusive and binding on the parties Parties. Judgment may be entered upon the determination of the Accounting Firm in relative proportion any court having jurisdiction over the party against which such determination is to be enforced. The process set forth in this Section 2.3(d) shall be the change exclusive remedy of the Parties for any disputes related to items required to be reflected on the Final Closing Statement or taken into account in Purchase Price from that calculated by each respective partythe calculation of the Net Working Capital, the Closing Cash Balance, the outstanding amount of all Company Debt and Selling Expenses.

Dispute. Within thirty (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1030) days following receipt by Seller of the Adjustment Noticeapplicable Post-Closing Statement, Seller may deliver shall Deliver written notice to Parent of any dispute Seller has with respect to Parent’s calculation of the applicable Interim Period Management Fees (the “Notice of Adjustment DisagreementDispute Notice”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputes). If Seller does not provide Deliver a Dispute Notice of Adjustment Disagreement within such ten thirty (1030) day period, Parent’s determination of such Adjustment Notice and the Final Purchase Price reflected therein Interim Period Management Fees as set forth in such Post-Closing Statement will be final, conclusive and binding on the parties hereto. (ii) Parties. In the event Seller does timely Deliver a Dispute Notice of Adjustment Disagreement is delivered with respect to Purchasersuch Post-Closing Statement, Purchaser Parent and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)such dispute. If Purchaser Parent and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a Notice the date of Adjustment Disagreementthe applicable Dispute Notice, then Purchaser either Parent or Seller may provide written notice to the other that it elects to submit the disputed items to a mutually agreeable, nationally recognized accounting firm who shall be independent of Seller, Parent and their respective Affiliates, it being agreed that either PricewaterhouseCoopers LLP or Deloitte LLP shall be mutually agreeable so long as such firm remains independent of the Parties (the “Arbitration Firm”). The Arbitration Firm will promptly review only those items and amounts (and may not assign a value greater than the greatest value for such item claimed by either Parent or Seller or smaller than the smallest value for such item claimed by either Parent or Seller) specifically set forth and objected to in such Dispute Notice and resolve the dispute with respect to each such specific item and amount. The fees and expenses of the Arbitration Firm will be borne equally by Parent and Seller, or as the Arbitration Firm shall otherwise determine. The decision of the Arbitration Firm with respect to such Interim Period Management Fees, and the allocation of costs discussed in the prior sentence, will be final, conclusive and binding on the Parties. The Arbitration Firm’s decision shall be based solely on written submissions by Parent and Seller and their respective representatives and not by independent review. The Arbitration Firm shall jointly engage not hold any hearings, hear any oral testimony or otherwise seek or require any other evidence. Subject to the Independent Accounting foregoing, each of Parent and Seller agrees to use its commercially reasonable efforts to cooperate with the Arbitration Firm and to cause the Arbitration Firm to resolve such any dispute in accordance with the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within no later than thirty (30) days of such submission. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne by the parties in relative proportion to the change in Purchase Price from that calculated by each respective partyafter its engagement.

Dispute. Within thirty (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1030) days following receipt by Seller Purchaser of the Adjustment NoticeFinal Net Retained Receivables Statement, Seller may Purchaser shall deliver written notice (to Seller of any dispute Purchaser has with respect to the “Notice preparation or content of Adjustment Disagreement”) to Purchaser regarding any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputesNet Retained Receivables Statement. If Seller Purchaser does not provide notify Seller of a Notice of Adjustment Disagreement dispute with respect to the Final Net Retained Receivables Statement within such ten thirty (1030) day period, such Adjustment Notice and the Final Purchase Price reflected therein Net Retained Receivables Statement will be final, conclusive and binding on the parties hereto. (ii) parties. In the event of such notification of a Notice of Adjustment Disagreement is delivered to Purchaserdispute, Purchaser and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)such dispute. If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Purchaser advises Seller delivers a Notice of Adjustment Disagreementits objections, then Purchaser and Seller jointly shall jointly engage the Independent Accounting Firm to resolve such dispute dispute. As promptly as practicable thereafter, and in accordance with the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within any event not more than thirty (30) days thereafter, Purchaser and Seller shall each prepare and submit a presentation detailing each party’s complete statement of proposed resolution of the dispute to the Accounting Firm. As promptly as practicable thereafter, and in any event not more than thirty (30) days thereafter, Purchaser and Seller shall cause the Accounting Firm to render its reasoned decision resolving the dispute (which decision shall be based solely upon the presentations by Purchaser and Seller and, in the case of each disputed item, shall be within the range of the respective amounts asserted by Purchaser and Seller to be the correct amount of such submissiondisputed item). The Independent parties shall share the expenses of the Accounting Firm shall address only those items in disputeequally. The Independent All determinations made by the Accounting Firm shall determinewill be final, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final conclusive and binding on all parties heretothe parties, absent manifest error or fraud. The fees Judgment may be entered upon the determination of the Independent Accounting Firm shall in any court having jurisdiction over the party against which such determination is to be borne by the parties in relative proportion to the change in Purchase Price from that calculated by each respective partyenforced.

Dispute. Within sixty (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1060) days following receipt by the Seller Representative of the Adjustment NoticeClosing Statement, the Seller may Representative shall deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding if the Seller Representative disputes any alleged errors concerning the amount by which the Final Purchase Price is to be adjusted calculation or item set forth in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputesClosing Statement. If the Seller Representative does not provide notify Purchaser of a Notice of Adjustment Disagreement dispute with respect to the Closing Statement within such ten sixty (10) day 60)-day period, such Adjustment Notice and the Final Purchase Price reflected therein Closing Statement will be final, conclusive and binding on the parties hereto. (ii) Parties, and the Closing Statement shall be deemed to set forth the final Closing Working Capital, Closing Working Capital Adjustment, amount of Closing Cash, Company Indebtedness, Company Transaction Expenses, and Purchase Price, in each case, for purposes of determining the Actual Adjustment. In the event of a Notice notification of Adjustment Disagreement is delivered to Purchasersuch dispute, Purchaser and the Seller Representative shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)such dispute. If Purchaser and Sellerthe Seller Representative, notwithstanding such good faith effort, fail to resolve such dispute within fifteen thirty (1530) days after the Seller delivers a Notice Representative advises Purchaser of Adjustment Disagreementhis objections, then Purchaser and the Seller Representative jointly shall engage RSM US LLP, provided that if RSM US LLP is not willing or unable to accept such engagement, then Purchaser and the Seller Representative shall jointly engage another nationally or regionally recognized accounting firm that is not presently providing and has not provided any of the Independent Parties or their respective Affiliates with services in the last two (2) years, as mutually agreed upon by Purchaser and the Seller Representative (the “Accounting Firm”) to resolve such dispute. As promptly as practicable thereafter, Purchaser and the Seller Representative shall each prepare and submit a presentation to the Accounting Firm regarding the differences, and only such differences, with respect to the Closing Statement (the “Disputed Items”). Purchaser and the Seller Representative will instruct the Accounting Firm to, and the Accounting Firm will, make a final determination of the Disputed Items (and only the Disputed Items) in accordance with the guidelines and procedures set forth in this Agreement, including the Accounting Principles and the definitions of Closing Working Capital, Closing Working Capital Adjustment, Closing Cash, Company Indebtedness, Company Transaction Expenses, and Purchase Price. Purchaser and the Seller Representative will instruct the Accounting Firm not to, and the Accounting Firm will not, assign a value to any Disputed Item greater than the greatest value for such item assigned by Purchaser, on the one hand, or the Seller Representative, on the other hand, or less than the smallest value for such item assigned by Purchaser, on the one hand, or the Seller Representative, on the other hand. Purchaser and the Seller Representative will also instruct the Accounting Firm to, and the Accounting Firm will, make its determination based solely on presentations by Purchaser and the Seller Representative that are in accordance with the guidelines and procedures set forth in this Agreement and the Accounting Principles (i.e., not on the basis of an independent review). Purchaser and the Seller Representative will cooperate with the Accounting Firm during the term of its engagement and use their respective reasonable best efforts to cause the Accounting Firm to resolve such dispute as soon as practicable, but in accordance any event within thirty (30) days after the date on which the Disputed Items are submitted to the Accounting Firm. Except as Purchaser and the Seller Representative may otherwise agree, all communications between Purchaser and the Seller Representative or any of their respective representatives, on the one hand, and the Accounting Firm, on the other hand, will be in writing with copies simultaneously delivered to the standards non-communicating party. The Accounting Firm’s determination will, absent manifest error, be final and binding on the Parties and upon which a judgment may be entered by a court having jurisdiction pursuant to Section 8.3, and will not be subject to court review or otherwise appealable. The process set forth in this Section 2.3 shall be the exclusive remedy for the Parties for any disputes related to items required to be reflected in the Closing Statement or included in the calculation of the Closing Working Capital and the Closing Working Capital Adjustment. The Closing Statement shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(c) and, as so revised, such Closing Statement shall be deemed to set forth the final Closing Working Capital, Closing Working Capital Adjustment, Closing Cash, Company Indebtedness, Company Transaction Expenses and Purchase Price, in each case, for all purposes hereunder (including the determination of the Actual Adjustment). Each of Purchaser and the Seller Representative will bear its or his own legal, accounting and other fees and expenses of participating in the dispute resolution procedure set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) days of such submission. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final and binding on all parties hereto. The fees and expenses of the Independent Accounting Firm shall (i) will be borne by Sellers in the parties in relative proportion that the aggregate dollar amount of Disputed Items submitted thereto for resolution that are unsuccessfully disputed by the Seller Representative (as finally determined by the Accounting Firm) bears to the change aggregate dollar amount of such submitted Disputed Items and (ii) will be borne by Purchaser in Purchase Price from the proportion that calculated the aggregate dollar amount of Disputed Items submitted thereto for resolution that are successfully disputed by each respective partythe Seller Representative (as finally determined by the Accounting Firm) bears to the aggregate dollar amount of such submitted Disputed Items; provided that in the event a retainer is required by the Accounting Firm, such retainer will be funded equally by Sellers and Purchaser and the cost of the retainer will be reallocated between Sellers and Purchaser consistent with the allocation of the total fees and expenses of the Accounting Firm pursuant to the methodology set forth in this sentence.

Dispute. Within thirty (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1030) days following receipt by the Seller Representative of the Adjustment NoticeWorking Capital Statement, the Seller may Representative shall either inform Buyer in writing that the Working Capital Statement is acceptable or deliver written notice (to Buyer of any dispute the “Notice of Adjustment Disagreement”) Seller Representative has with respect to Purchaser regarding any alleged errors concerning the amount by Working Capital Statement, which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must written notice shall describe in reasonable detail the items contained in the Adjustment Notice Working Capital Statement that the Seller Representative disputes and the basis for any such disputesdisputes and his calculation of the Closing Working Capital. If the Seller Representative does not provide notify Buyer of a Notice of Adjustment Disagreement dispute with respect to the Working Capital Statement within such ten thirty (1030) day period, such Adjustment Notice Working Capital Statement and the Final Purchase Price reflected therein will Working Capital shall be final, conclusive and binding on the parties hereto. (ii) parties. In the event of such notification of a Notice of Adjustment Disagreement is delivered to Purchaserdispute, Purchaser Buyer and the Seller Representative shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)such dispute. If Purchaser Buyer and Sellerthe Seller Representative, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a Notice of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute in accordance with the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) days after the Seller Representative advises Buyer of its objections, then the items raised in the Seller Representative’s dispute notice that remain in dispute (the “Remaining Disputed Items”) shall be submitted to C▇▇▇▇ H▇▇▇▇▇▇ or, if C▇▇▇▇ H▇▇▇▇▇▇ is unwilling or unable to serve in such capacity, such other accounting firm as shall be mutually agreed upon by the parties (such accountant, the “Settlement Accountant”), who, acting as an expert and not as an arbitrator, shall resolve the Remaining Disputed Items. Prior to its engagement, the Settlement Accountant shall agree in writing to resolve the Remaining Disputed Items, but no others, in accordance with the provisions of this Section 2.3 and review of the parties’ positions and thereby establish the Closing Working Capital. If the parties are unable to agree upon the selection of the Settlement Accountant within five (5) Business Days after expiration of such submissionthirty (30) day period, the Settlement Accountant shall be appointed by the American Arbitration Association. The Independent Accounting Firm Settlement Accountant shall address only those items in dispute. The Independent Accounting Firm shall determine, on make such basis, whether and to what extent, determination within forty-five (45) days following the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision submission of the Independent Accounting Firm matter to the Settlement Accountant for resolution, and such determination shall be final final, conclusive and binding on all the parties heretoabsent fraud or arithmetic error. The fees In the event any dispute is submitted to the Settlement Accountant for resolution as provided in this Section 2.3(b), the fees, charges and expenses of the Independent Accounting Firm Settlement Accountant shall be borne paid (i) one-half by the parties in relative proportion to Companies and the change in Purchase Price from that calculated Stockholders, jointly and severally, and (ii) one-half by each respective partyBuyer.

Dispute. (i) Within ten (10) days following If Parent delivers a Dispute Notice to Buyer within the Purchase Price Measurement Dateapplicable review period, Purchaser Buyer and Parent shall deliver use reasonable, good faith efforts to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) days following receipt by Seller of the Adjustment Notice, Seller may deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding any alleged errors resolve their differences concerning the amount by which Items of Dispute, and if any Item of Dispute is so resolved, the Final Purchase Price is Closing Statement shall be modified as necessary to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any reflect such disputesresolution. If Seller does not provide a Notice all Items of Adjustment Disagreement within such ten (10) day period, such Adjustment Notice and the Final Purchase Price reflected therein will be final, conclusive and binding on the parties hereto. (ii) In the event a Notice of Adjustment Disagreement is delivered to Purchaser, Purchaser and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that Dispute are not disputed deemed final, conclusive and binding on the parties). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a Notice of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute in accordance with the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) days of such submission. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extentso resolved, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm Closing Statement (as so modified) shall be final conclusive and binding on all parties hereto. If any Item of Dispute remains unresolved for a period of thirty (30) days after Buyer’s receipt of the last Dispute Notice received within the thirty (30) day review period, Buyer and Parent shall submit the dispute to Ernst & Young LLP or, if such firm is unwilling or unable to perform such services, to a nationally recognized independent certified public accountant (the “Accounting Firm”) selected by mutual agreement of Buyer and Parent within ten (10) days after the end of such thirty (30) day period. The Accounting Firm shall not be an accounting firm that has performed accounting or consulting services for Buyer, the Company or Parent in the past three (3) years. Buyer and Parent shall each make a final written submission to the Accounting Firm and request that the Accounting Firm render a determination as to each unresolved Item of Dispute within thirty (30) days after its retention, and the parties shall cooperate fully with the Accounting Firm so as to enable it to make such determination as quickly and as accurately as practicable. The Accounting Firm shall render a determination only on the Items of Dispute, it shall limit its determination with respect to any particular Item of Dispute to the range of values based on the final submission of Parent and Buyer, and it shall render all determinations in accordance with GAAP and, solely with respect to the Net Working Capital, the principles set forth on Exhibit D. The Accounting Firm’s determination as to each Item of Dispute submitted to it shall be in writing and shall be conclusive and binding upon the parties hereto, and the Closing Statement shall be modified to the extent necessary to reflect such determination. The fees and expenses of the Independent Accounting Firm shall be borne shared equally by the parties in relative proportion to the change in Purchase Price from that calculated by each respective partyBuyer and Seller.

Dispute. Within forty-five (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1045) days following receipt by the Seller Representative of the Adjustment NoticeClosing Statement, the Seller may Representatives shall deliver written notice (the a “Notice of Adjustment Disagreement”) to the Purchaser regarding of any alleged errors concerning dispute they have with respect to the amount by which preparation or content of the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputesClosing Statement. If the Seller does Representatives do not provide a Notice of Adjustment Disagreement to Purchaser within such ten forty-five (10) day 45)-day period, such Adjustment Notice and the Final Purchase Price reflected therein will Closing Statement shall be final, conclusive and binding on the parties hereto. (ii) and shall be deemed to determine the Final Purchase Price. In the event that a Notice of Adjustment Disagreement is delivered to Purchaserprovided within the time period described in the first sentence of this Section 2.3(b), the Purchaser and the Seller Representatives shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)such dispute. If Purchaser and Sellerthe Seller Representatives, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a Notice of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute in accordance with the standards set forth in this Section 2.3(c). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) days after the Seller Representatives provided a Notice of Disagreement to the Purchaser, then the Purchaser and the Seller Representatives jointly shall engage KPMG LLP, or if such submissionfirm is unwilling or unavailable to serve, then another nationally or regionally recognized independent accounting firm, as mutually agreed upon by the Purchaser and the Seller Representatives (the “Accounting Firm”) to resolve such dispute. The Independent Accounting Firm shall address only those items provide a written report to the Purchaser and the Seller Representatives with decisions as to all matters described in disputethe Notice of Disagreement within ninety (90) days of being engaged. The Independent amount awarded by the Accounting Firm with respect to any disputed item shall not be less than the lower of the amounts claimed by the parties with respect to such disputed item in the Closing Statement or the Notice of Disagreement nor more than the greater of the amounts claimed by the parties with respect to such disputed item in the Closing Statement or the Notice of Disagreement. The scope of the disputes to be resolved by the Accounting Firm shall determinebe limited to correcting mathematical errors and determining whether the items disputed in the Notice of Disagreement were determined in accordance with the Balance Sheet Rules, on such basisif applicable, whether and to what extentthis Agreement, the Adjustment Notice and the Final Purchase Price reflected therein require adjustmentAccounting Firm shall not make any other determination, including any determination as to whether the Estimated Working Capital or the Estimated Company Indebtedness Amount are correct. The Accounting Firm’s decision shall be based solely on written decision of submissions by the Independent Accounting Firm Seller Representatives and the Purchaser and their respective Representatives and not by independent review and shall be final and binding on all of the parties hereto. When rendering decisions with respect to items disputed in the Notice of Disagreement, the Accounting Firm will take into consideration both sides of any required accounting entry when resolving such disputed item (e.g., a misclassification of outstanding checks between cash and accounts payable will require adjustment to both accounts, even if cash is the account subject to the Notice of Disagreement and the accounts payable is not). Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and disbursements of the Independent Accounting Firm shall be borne (i) by the parties Purchaser in relative the proportion that the aggregate dollar amount of the disputed items that are successfully disputed by the Seller Representatives (as finally determined by the Accounting Firm) bears to the change in Purchase Price from that calculated by each respective party.aggregate dollar amount of all disputed items and

Dispute. (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) 60 days following receipt by Seller Sellers of the Adjustment NoticeBuyer Closing Statement (the “Dispute Period”), Seller may Sellers shall deliver written notice (the a “Notice of Adjustment DisagreementDispute Notice”) to Purchaser regarding Buyer of any alleged errors concerning disagreement Sellers have with respect to the amount by which preparation or content of the Final Purchase Price is to be adjusted in the Adjustment NoticeBuyer Closing Statement. The Such Dispute Notice of Adjustment Disagreement must shall describe in reasonable detail the items contained in the Adjustment Notice that Seller disputes and Buyer Closing Statement with which Sellers disagree and, to the extent available, the basis for any such disputesdisagreement and the amount of the disagreement. If Seller does Sellers do not provide Buyer with a Dispute Notice of Adjustment Disagreement related to the Buyer Closing Statement within such ten (10) day periodthe Dispute Period, such Adjustment Notice and the Final Purchase Price reflected therein Buyer Closing Statement will be final, conclusive and binding on the parties hereto. (ii) Parties. In the event Sellers provide Buyer with a Notice of Adjustment Disagreement is delivered to PurchaserDispute Notice, Purchaser Buyer and Seller Sellers shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)disagreements related thereto. If Purchaser Buyer and SellerSellers, notwithstanding such good faith effort, fail to resolve such dispute any disagreement contained in the Dispute Notice within fifteen (15) 30 days after Seller delivers a Notice of Adjustment DisagreementSellers provide Buyer with such Dispute Notice, then Purchaser Buyer and Seller Sellers jointly shall engage the accounting firm of KPMG or such other nationally recognized accounting firm as may be mutually acceptable to Buyer and Sellers (the “Accounting Firm”) to resolve any such unresolved disagreement(s), which Accounting Firm shall not have performed services for Sellers, the Company, Buyer or their respective Affiliates within the past three (3) years, as acknowledged by the applicable Party hereto. Sellers and Buyer shall jointly engage instruct the Independent Accounting Firm to resolve such dispute that it (i) shall review only the unresolved disagreements contained in accordance with the standards Dispute Notice, (ii) shall make its determination based upon the terms and conditions set forth in this Section 2.3(c). 2.5 and Exhibit A, (iii) Seller and Purchaser shall use reasonable best efforts render its decision within 30 days after the referral of the dispute to cause the Independent Accounting Firm for a decision pursuant hereto, and (iv) shall not assign a value to render any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. As promptly as practicable following the Accounting Firm’s engagement, Buyer and Sellers shall each prepare and submit a written decision resolving the matters submitted presentation to the Independent Accounting Firm. Following delivery of the presentations, B▇▇▇▇ and Sellers may each submit a response to the other Party’s presentation. Neither Sellers nor B▇▇▇▇ (and none of their respective Representatives) shall have any ex parte conversation(s) or meeting(s) with the Accounting Firm within thirty without the prior consent of (30x) days of such submissionwith respect to Sellers, B▇▇▇▇ and (y) with respect to B▇▇▇▇, Sellers. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determinefees, on such basis, whether costs and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision expenses of the Independent Accounting Firm shall be final allocated to and binding borne by B▇▇▇▇ and Sellers based on all parties hereto. The fees the inverse of the Independent percentage that the Accounting Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Accounting Firm. For example, should the items in dispute total in amount to $1,000 and the Accounting Firm awards $600 in favor of B▇▇▇▇’s position, 60% of the costs of its review would be borne by Sellers, and 40% of the costs would be borne by B▇▇▇▇. All determinations made by the Accounting Firm shall be borne by final, conclusive and binding on the parties Parties. Judgment may be entered upon the determination of the Accounting Firm in relative proportion any court having jurisdiction over the Party against which such determination is to be enforced. The process set forth in this Section 2.5(d) shall be the change exclusive remedy of the Parties for any disputes related to items required to be reflected on the Buyer Closing Statement or included in Purchase Price from that calculated by each respective partythe calculation of the Net Working Capital, Closing Cash Balance, the Transaction Expenses, the Funded CAPEX and the Final Closing Company Debt Balance.

Dispute. Within sixty (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1060) days following receipt by Seller the Representative of the Adjustment NoticeClosing Statement, Seller may the Representative shall deliver written notice to Parent of any dispute it has with respect to the preparation or content of the Closing Statement, which shall specifically describe the basis of the Representative’s dispute, determination and corresponding adjustments to the Final Working Capital, Final Cash, Final Company Debt and/or Final Selling Expenses (the “Notice of Adjustment Disagreement”) ). If the Representative does not timely deliver to Purchaser regarding any alleged errors concerning Parent the amount by which the Final Purchase Price is to be adjusted in the Adjustment Notice. The Notice of Adjustment Disagreement must describe in reasonable detail Disagreement, then the items contained in the Adjustment Notice that Seller disputes and the basis for any such disputes. If Seller does not provide a Notice of Adjustment Disagreement within such ten (10) day period, such Adjustment Notice and the Final Purchase Price reflected therein Closing Statement will be final, conclusive and binding on the parties hereto. (ii) , absent manifest error. In the event a the Notice of Adjustment Disagreement is timely delivered to PurchaserParent, Purchaser Parent and Seller shall the Representative shall, for a period of fifteen (15) days thereafter, negotiate in good faith to resolve the items specifically identified therein (with any aspects disputes set forth in the Notice of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties)Disagreement. If Purchaser Parent and Sellerthe Representative, notwithstanding such good faith effort, fail to resolve all of the disputes set forth in the Notice of Disagreement during such dispute fifteen (15)-day period, then Parent and the Representative jointly shall engage a mutually-agreed upon (which agreement shall not be unreasonably withheld) “big-four” accounting firm (the “Accounting Firm”) that does not regularly provide accounting services to either Parent or, as of the Agreement Date, the Company. As promptly as practicable thereafter (but in any event, within fifteen (15) days of engaging the Accounting Firm), Parent and the Representative shall each prepare and submit a presentation to the Accounting Firm, which will be instructed to determine the amounts in dispute within no more than 45 days after Seller delivers a such engagement. The Accounting Firm shall consider only those items and amounts in the Representative’s and Parent’s respective calculations that are identified as being items and amounts to which the Representative and Parent have been unable to agree. The Accounting Firm shall act as an expert in accounting and not as an arbitrator. The determination by the Accounting Firm of the amounts in dispute shall be consistent with the requirements of this Agreement. Parent and the Representative shall make readily available to the Accounting Firm upon reasonable notice all relevant books, records, work papers (including those of the parties’ respective accountants, to the extent permitted by such accountants) and personnel for the purpose of verifying the amounts set forth in the Closing Statement and disputed in the Notice of Adjustment DisagreementDisagreement and all other items reasonably requested by the Accounting Firm in connection therewith. The Accounting Firm shall have the opportunity to present written questions to Parent and/or the Representative, then Purchaser a copy of which (and Seller a copy of the responses to which) shall jointly engage be provided to the Independent other. As soon as practicable thereafter, Parent and the Representative will cause the Accounting Firm to resolve such dispute in accordance with choose one of the standards set forth in this Section 2.3(cparties’ positions. Each of Parent, on the one hand, and the Representative (on behalf of the Sellers). (iii) Seller , on the other hand, shall bear that percentage of the fees and Purchaser shall use reasonable best efforts to cause expenses of the Independent Accounting Firm to render a written decision resolving the matters submitted equal to the Independent proportion (expressed as a percentage and determined by the Accounting Firm) of the dollar value of the disputed amounts determined in favor of the other party by the Accounting Firm. All determinations made by the Accounting Firm within thirty (30) days of such submission. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determinewill be final, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final conclusive and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne by the parties in relative proportion to the change in Purchase Price from that calculated by each respective partyparties, absent manifest error.

Dispute. Within forty-five (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (1045) days following receipt by the Seller Representative of the Adjustment NoticeFinal Closing Statement, the Seller may Representative shall either inform the Buyer Representative in writing that the Final Closing Statement is acceptable, or deliver written notice (the “Notice of Adjustment Disagreement”) to Purchaser regarding the Buyer Representative of any alleged errors concerning dispute the amount by which Seller Representative has with respect to the Final Purchase Price is to be adjusted in Closing Statement or the Adjustment Noticeamounts reflected therein. The Notice of Adjustment Disagreement must describe in reasonable detail the items contained in the Adjustment Notice Final Closing Statement that the Seller disputes and the basis for any such Representative disputes. If the Seller Representative does not provide notify the Buyer Representative of a Notice of Adjustment Disagreement dispute with respect to the Final Closing Statement within such ten (10) 45-day period, such Adjustment Notice Final Closing Statement and the amounts reflected in the Final Purchase Price reflected therein Closing Statement will be final, conclusive and binding on the parties hereto. (ii) Parties. In the event a Notice of Adjustment Disagreement is delivered to Purchaserthe Buyer Representative, Purchaser the Buyer Representative and the Seller Representative shall negotiate in good faith to resolve the items specifically identified therein (with such dispute and any aspects of the Adjustment Notice that are not disputed deemed written determination resulting from such good faith negotiations shall be final, conclusive and binding on the parties)Parties. If Purchaser the Buyer Representative and Sellerthe Seller Representative, notwithstanding such good faith effort, fail to resolve such dispute within fifteen thirty (1530) days after the Seller Representative delivers a the Notice of Adjustment Disagreement, then Purchaser the Buyer Representative and the Seller Representative jointly shall jointly engage the Independent Accounting Arbitration Firm to resolve such dispute in accordance with the standards set forth in this Section 2.3(c2.9(b). (iii) . The Seller Representative and Purchaser the Buyer Representative shall use commercially reasonable best efforts to cause the Independent Accounting Arbitration Firm to render a written decision resolving the matters submitted to the Independent Accounting Arbitration Firm within thirty (30) days of the making of such submission. The Independent Accounting scope of the disputes to be resolved by the Arbitration Firm shall address only those be limited to whether the items in dispute. The Independent dispute that were included in the Notice of Disagreement (i) were prepared in a manner consistent with the definitions of Closing Working Capital, Company Indebtedness, Company Cash, Company Expenses or Net Adjustment Amount, as the case may be; and (ii) were determined in accordance with this Agreement and were prepared in accordance with the Applicable Accounting Principles (as applicable), and the Arbitration Firm shall determine, on such basis, acting as expert, whether and to what extent, the Adjustment Notice Final Closing Statement and the Final Purchase Price amounts reflected therein therein, as applicable, require adjustmentadjustment in order to comply with the terms of this Agreement and the Applicable Accounting Principles (as applicable). The Arbitration Firm is not to make any other determination. The Arbitration Firm’s decision shall be based solely on written decision submissions by the Seller Representative and the Buyer Representative and their respective Representatives and each of the Independent Accounting Seller Representative and the Buyer Representative shall have the opportunity to respond in writing to the other’s written submission. The Arbitration Firm shall (A) address only those items in dispute in the Notice of Disagreement; and (B) may not assign a value greater than the greatest value for such item claimed by either party in the Final Closing Statement or the Notice of Disagreement (as applicable) or smaller than the smallest value for such item claimed by either party in the Final Closing Statement or the Notice of Disagreement (as applicable). Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees, costs and expenses of the Arbitration Firm shall be final allocated between the Seller Representative, on the one hand, and binding the Buyer Representative, on all parties hereto. The fees the other hand, in the same proportion that the aggregate amount of the Independent Accounting disputed items submitted to the Arbitration Firm shall be borne that is unsuccessfully disputed by each such party (as finally determined by the parties in relative proportion Arbitration Firm) bears to the change in Purchase Price from that calculated by each respective partytotal amount of such disputed items so submitted.

Dispute. (i) Within ten (10) days following the Purchase Price Measurement Date, Purchaser shall deliver to Seller a written notice (the “Adjustment Notice”) listing the Retained Representatives and the amount by which the Final Purchase Price is to be adjusted pursuant to Section 2.3(b), if any. Within ten (10) 30 days following receipt by the Seller of the Adjustment NoticePost-Closing Statement, the Seller may shall deliver written notice to the Buyer of any dispute it has with respect to the Post-Closing Statement (the “Notice Post-Closing Statement Objection”) setting forth a specific description of Adjustment Disagreementthe basis of the Post-Closing Statement Objection, the adjustments to the Post-Closing Statement which the Seller believes should be made, and the Seller’s calculation of the Final Working Capital and the Closing Purchase Price as adjusted thereby. The Seller shall be deemed to have accepted any items not specifically disputed in the Post-Closing Statement Objection. Failure to so notify the Buyer within such 30-day period shall constitute acceptance and approval of the Buyer’s calculation of the Final Working Capital and the Closing Purchase Price set forth in the Post-Closing Statement. During such 30-day period, the Buyer shall, at the request of the Seller, on reasonable prior notice from the Seller and during normal business hours, afford the Seller reasonable access to the books and records with respect to the Business (to the extent relevant to the determination of the Final Working Capital) and otherwise reasonably cooperate with the Seller in connection with its preparation of the Post-Closing Statement Objection. The Buyer shall have 30 days following the date it receives the Post-Closing Statement Objection to review and respond to the Post-Closing Statement Objection. If the Seller and the Buyer are unable to resolve all of their disagreements with respect to the determination of the foregoing items by the 30th day following the Buyer’s response to the Post-Closing Statement Objection, after having used their good-faith efforts to reach a resolution, either the Seller or the Buyer shall refer their remaining differences to Ernst & Young or, if such firm refuses to accept such engagement, another nationally recognized firm of independent public accountants as to which the Seller and the Buyer mutually agree acting promptly and in good faith (in either case, the “CPA Firm”) to Purchaser regarding resolve their dispute. The CPA Firm will act as an expert, not an arbitrator. As promptly as practicable, and in any alleged errors concerning event not more than 15 days after the amount by which CPA Firm is engaged, the Seller and the Buyer shall each prepare and submit a written presentation detailing each Party’s complete statement of proposed resolution of the dispute to the CPA Firm. As soon as practicable thereafter, the Seller and the Buyer shall cause the CPA Firm to choose either the Seller’s or the Buyer’s positions based solely upon the written presentations of the Seller and the Buyer. The CPA Firm shall make such determination with respect to the Final Purchase Price is Working Capital in accordance with the Accounting Methods on a basis consistent with the Estimated Working Capital, and, in each case, only with respect to be adjusted the specific remaining accounting-related differences so submitted in such written presentations. In resolving any such unresolved disputed item, the CPA Firm will not assign a value to any item greater than the greatest value claimed for such item by either Party or lower than the lowest value claimed for such item by either Party in the Adjustment NoticePost-Closing Statement and the Post-Closing Statement Objection. The Notice Party whose position is not accepted by the CPA Firm shall be responsible for and pay all of Adjustment Disagreement must describe in reasonable detail the items contained in fees and expenses of the Adjustment Notice that Seller disputes CPA Firm. The Buyer and the basis for any such disputesSeller each agree to execute, if requested by the CPA Firm, a reasonable engagement letter. If The Seller does not provide a Notice of Adjustment Disagreement within such ten (10) day period, such Adjustment Notice and the Final Purchase Price reflected therein Buyer shall request that the CPA Firm use its best efforts to render its determination within 45 days after referral. All determinations made by the CPA Firm will be limited to the matters submitted to the CPA Firm by the Buyer and the Seller and shall be final, conclusive and binding on the parties hereto. Parties, and none of the Buyer, the Seller or any of their respective Affiliates shall seek further recourse from Governmental Authorities, other than to enforce the CPA Firm’s determination. Judgment may be entered to enforce such determination in any court of competent jurisdiction. The Seller and the Buyer shall make reasonably available to the CPA Firm all relevant books and records, any work papers (including those of the Parties’ respective accountants) and supporting documentation relating to the Post-Closing Statement and all other items reasonably requested by the CPA Firm. The “Final Statement” shall be (i) the Post-Closing Statement in the event that (A) no Post-Closing Statement Objection is delivered to the Buyer during the initial 30-day period specified above or (B) the Seller and the Buyer so agree in writing, (ii) In the event a Notice of Adjustment Disagreement is delivered to PurchaserPost-Closing Statement, Purchaser and Seller shall negotiate in good faith to resolve the items specifically identified therein (with any aspects of the Adjustment Notice that are not disputed deemed final, conclusive and binding on the parties). If Purchaser and Seller, notwithstanding such good faith effort, fail to resolve such dispute within fifteen (15) days after Seller delivers a Notice of Adjustment Disagreement, then Purchaser and Seller shall jointly engage the Independent Accounting Firm to resolve such dispute adjusted in accordance with the standards Post-Closing Statement Objection, in the event that (A) the Buyer does not respond to the Post-Closing Statement Objection during the 30-day period specified above following receipt by the Buyer of the Post-Closing Statement Objection or (B) the Seller and the Buyer so agree in writing or (iii) the Post-Closing Statement, as adjusted pursuant to the agreement of the Buyer and the Seller or as determined by the CPA Firm together with any other modifications to the Post-Closing Statement agreed upon in writing by the Seller and the Buyer prior to the determination by the CPA Firm. Any adjustment or non-adjustment to the Purchase Price shall not form the basis for any claim for damages pursuant to this Agreement. The Parties’ payment obligations under this Section 2.5 will not be subject to offset or reduction by reason of any actual or alleged breach of, or inaccuracy in, any representation, warranty, covenant or agreement contained in this Agreement or the Ancillary Agreements, and any right or alleged right of indemnification hereunder or for any other reason. The process set forth in this Section 2.3(c2.5(c) shall be the sole and exclusive remedy of the Parties and their respective Affiliates for any disputes related to the Closing Purchase Price or the Purchase Price and the calculations and amounts on which they are based or set forth in the related statements and notices delivered in connection therewith. For the avoidance of doubt, the Parties acknowledge and agree that the calculations to be made pursuant to this Section 2.5 are not intended to be used to adjust for errors or omissions, under GAAP or otherwise, that may be found in the Year-end Financial Information or the Target Working Capital. No event, act, change in circumstances or similar development, including any market or business development or changes in GAAP or applicable Law, arising or occurring after the Closing, shall be taken into consideration in the calculations to be made pursuant to this Section 2.5 (even if GAAP would require such matter to be taken into consideration in such calculations). (iii) Seller and Purchaser shall use reasonable best efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to the Independent Accounting Firm within thirty (30) days of such submission. The Independent Accounting Firm shall address only those items in dispute. The Independent Accounting Firm shall determine, on such basis, whether and to what extent, the Adjustment Notice and the Final Purchase Price reflected therein require adjustment. The written decision of the Independent Accounting Firm shall be final and binding on all parties hereto. The fees of the Independent Accounting Firm shall be borne by the parties in relative proportion to the change in Purchase Price from that calculated by each respective party.