Prior to the Closing, Seller and Purchaser shall have agreed on an estimate of the Net Working Capital as of the Effective Time on the Closing Date (the “Preliminary Net Working Capital”), which Preliminary Net Working Capital is set forth as [Schedule 2.2(a)] hereto and reflects each of the components to be included in the Net Working Capital calculation as agreed to by the Parties. The Parties hereby acknowledge and agree that the Closing Consideration has been decreased by an amount equal to the Preliminary Net Working Capital.

Within 60 days following the Closing Date, Purchaser shall prepare and deliver to Seller a statement setting forth in reasonable detail its calculation of Net Working Capital as of the Effective Time on the Closing Date (the “Closing Net Working Capital”). The Closing Net Working Capital shall be prepared in accordance with the methodology set forth in Schedule

The Closing Net Working Capital (either as agreed to by Seller and Purchaser, as deemed final pursuant to either [Section 2.2(b) or (c)])] above or as adjusted pursuant to [Section 2.2(d)] above) shall be final and binding on the Parties and will be referred to as the “Final Net Working Capital.” Purchaser and Seller shall each bear a percentage of the fees and expenses