Common use of Net Debt Adjustment Clause in Contracts

Net Debt Adjustment. (a) The Merger Consideration shall be adjusted as follows to account for the Net Debt: (i) if the Net Debt is greater than the Net Debt Target, then the Merger Consideration shall be reduced at a rate of one share of Purchaser Common Stock for each increment of $10.00 that the Net Debt is greater than the Net Debt Target; (ii) if the Net Debt is less than the Net Debt Target, then the Merger Consideration shall be increased at a rate of one share of Purchaser Common Stock for each increment of $10.00 that the Net Debt is less than the Net Debt Target; provided that if in clauses (i) and (ii) above the absolute value of the adjustment to the Merger Consideration is less than $500,000 then no adjustment will be made to either increase or decrease the Merger Consideration. Any adjustment to the Merger Consideration pursuant to this Section 1.14 shall be in whole shares of Purchaser Common Stock and no adjustment shall be made for any divergence that is in an increment less than $10.00. Until the Adjustment Amount is finally determined under Section 1.14 (the “Adjustment Amount Determination Date”), the Holdback Escrow Agent shall withhold five percent (5%) of the shares of Purchaser Common Stock included in the Merger Consideration (the “Adjustment Amount Holdback”). (b) At or prior to the Closing, the Purchaser Representative, the Seller Representative and Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the Company), as escrow agent (the “Holdback Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Company.

Net Debt Adjustment. (a) The Merger Consideration shall be adjusted as follows to account for the difference between the Net Debt: Debt and the Net Debt Target (which in each case the amounts may be a negative number) (the “Net Debt Adjustment”): (i) if the Net Debt is greater than the Net Debt Target, then the Merger Consideration shall be reduced at a rate of one share of Purchaser Common Stock for each increment of $10.00 that the Net Debt is greater than the Net Debt Target; (ii) if the Net Debt is less than the Net Debt Target, then the Merger Consideration shall be increased at a rate of one share of Purchaser Common Stock for each increment of $10.00 that the Net Debt is less than the Net Debt Target; provided that if in clauses (i) and (ii) above the absolute value of the adjustment to the Merger Consideration is less than $500,000 500,000, then no adjustment will be made to either increase or decrease the Merger Consideration. For the sake of clarity, as an example, if the Net Debt Target is a positive Five Million Dollars ($5,000,000) and the Net Debt is a negative Five Million Dollars ($-5,000,000), then the Net Debt is less than the Net Debt Target by Ten Million Dollars ($10,000,000) and an additional One Million (1,000,000) shares will be added to the Merger Consideration. Any adjustment to the Merger Consideration pursuant to this Section 1.14 1.13 shall be in whole shares of Purchaser Common Stock and no adjustment shall be made for any divergence that is in an increment less than $10.00. Until the Adjustment Amount is finally determined under Section 1.14 (the “Adjustment Amount Determination Date”), the Holdback Escrow Agent shall withhold five percent (5%) of the 150,000 shares of Purchaser Common Stock included in the Merger Consideration plus one whole share of Purchaser Common Stock for each Company Stockholder (the “Adjustment Amount Holdback”) to be held in an escrow account pursuant to the terms of the Escrow Agreement (the “Holdback Escrow Account”). (b) At or prior to the Closing, the Purchaser Representative, the Seller Representative and Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the Company), as escrow agent (the “Holdback Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the CompanyCompany (the “Escrow Agreement”).

Net Debt Adjustment. (a) The Merger Consideration shall be adjusted as follows to account for the Net Debt: (i) if the Net Debt is greater than the Net Debt Target, then the Merger Consideration shall be reduced at a rate of one share of Purchaser Common Stock for each increment of $10.00 that the Net Debt is greater than the Net Debt Target; (ii) if the Net Debt is less than the Net Debt Target, then the Merger Consideration shall be increased at a rate of one share of Purchaser Common Stock for each increment of $10.00 that the Net Debt is less than the Net Debt Target; provided that if in clauses (i) and (ii) above the absolute value of the adjustment to the Merger Consideration is less than $500,000 500,0000, then no adjustment will be made to either increase or decrease the Merger Consideration. Any adjustment to the Merger Consideration pursuant to this Section 1.14 shall be in whole shares of Purchaser Common Stock and no adjustment shall be made for any divergence that is in an increment less than $10.00. Until the Adjustment Amount is finally determined under Section 1.14 1.15 (the “Adjustment Amount Determination Date”), the Holdback Escrow Agent shall withhold five percent (5%) of the 150,000 shares of Purchaser Common Stock included in the Merger Consideration plus one whole share of Purchaser Common Stock for each Company Stockholder (the “Adjustment Amount Holdback”). (b) At or prior to the Closing, the Purchaser Representative, the Seller Representative and Continental Stock Transfer & Trust Company (or such other escrow agent mutually acceptable to the Purchaser and the Company), as escrow agent (the “Holdback Escrow Agent”), shall enter into an Escrow Agreement, effective as of the Effective Time, in form and substance reasonably satisfactory to the Purchaser and the Company.