Payment from the Adjustment Escrow Funds. If the Final Purchase Price is less than the Estimated Purchase Price, then within three (3) Business Days after the date on which the Final Purchase Price is finally determined, then the Seller Representative (on behalf of the Sellers) and Buyer shall deliver a joint written instruction to the Escrow Agent directing the Escrow Agent to release and pay to Buyer, by wire transfer of immediately available funds to the bank account designated in such joint written instruction no later than the fifth (5th) Business Day after the date on which the Final Purchase Price is finally determined, a portion of the Adjustment Escrow Funds equal to the amount of such shortfall (not to exceed the amount of Adjustment Escrow Funds in the Adjustment Escrow Account).

Release of Adjustment Escrow Funds. Within three (3) Business Days after the date on which the Final Purchase Price is finally determined, the Seller Representative (on behalf of the Sellers) and Buyer shall deliver to the Escrow Agent a joint written instruction directing the Escrow Agent to release and pay to the Sellers in accordance with their respective Pro Rata Percentages, by wire transfer of immediately available funds to the bank account of each Seller designated in such joint written instruction no later than the fifth (5th) Business Day after the date on which the Final Purchase Price is finally determined, an amount equal to the Adjustment Escrow Funds remaining in the Adjustment Escrow Account after giving effect to any payment required pursuant to [Section 2.4(d)(ii)].

If the Final Adjusted Purchase Price is greater than or equal to the Estimated Adjusted Purchase Price, then, within five (5) Business Days following the final determination of the Final Adjusted Purchase Price, # the Buyer shall pay the amount of such excess to JI, by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by JI, and # the Buyer and the Sellers shall promptly execute and deliver to the Escrow Agent a joint written instruction directing the Escrow Agent to release and pay to JI the Adjustment Escrow Amount.

If the Estimated Adjusted Purchase Price exceeds the Final Adjusted Purchase Price, then, within five (5) Business Days following the final determination of the Final Adjusted Purchase Price, JI and the Buyer shall promptly execute and deliver to the Escrow Agent a joint written instruction directing the Escrow Agent to release and pay to the Buyer amount of such deficit from the Adjustment Escrow Amount; provided, that to the extent such deficit exceeds the amount of the Adjustment Escrow Amount, JI shall be required to pay to the Buyer the amount of such shortfall by wire transfer of immediately available funds to a bank account designated in writing by the Buyer to JI not later than five (5) calendar days prior to the date of payment; provided, further, however, that if the amount of such deficit is less than the Adjustment Escrow Amount, JI and the Buyer shall promptly execute and deliver to the Escrow Agent a joint written instruction directing the Escrow Agent to release and pay to JI the remaining amounts of the Adjustment Escrow Amount.

Payment by Buyer. If the Purchase Price as finally determined pursuant to [Section 2.4(b)] (the “Final Purchase Price”) exceeds the Estimated Purchase Price, Buyer shall, or shall cause a Group Company to, pay to the Sellers in accordance with their respective Pro Rata Percentages an amount equal to such excess (not to exceed the amount of Adjustment Escrow Funds in the Adjustment Escrow Account), by wire transfer of immediately available funds to the accounts specified by such Sellers or (if not so specified by a Seller) by the Seller Representative prior to the Closing Date, within three (3) Business Days after the date on which the Final Purchase Price is finally determined.

If the Estimated Closing Purchase Price exceeds the Final Closing Purchase Price, then, within three (3) Business Days following the final determination of the Final Closing Purchase Price under this Section 2.5, the Seller shall pay the aggregate amount of such difference to the Buyer by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Buyer.

If the Estimated Closing Purchase Price exceeds the final Closing Purchase Price, then, within three (3) Business Days following the final determination of the Closing Purchase Price under this Section 2.5, the Buyer and the Seller Representative shall jointly instruct the Escrow Agent to pay the aggregate amount of such difference to the Buyer from the Escrow Account in accordance with the Escrow Agreement; provided, however, that any amount of such difference in excess of One Hundred Thousand Dollars ($100,000) shall be paid by the Sellers to the Buyer in accordance with their Ownership Percentages. Any such amount not paid from the Escrow Account shall be collected by the Seller Representative from the respective Sellers and paid to the Buyer in one (1) aggregate amount.

If the Final Closing Purchase Price exceeds the Estimated Closing Purchase Price, then, within three (3) Business Days following the final determination of the Final Closing Purchase Price under this Section 2.5, the Buyer shall pay the excess amount to the Seller, by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller.

If the final Closing Purchase Price exceeds the Estimated Closing Purchase Price, then, within three (3) Business Days following the final determination of the Closing Purchase Price under this Section 2.5, the Buyer shall pay the excess amount to the Sellers, by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative, which amount shall be allocated among the Sellers in accordance with their Ownership Percentages.