Closing Statement. No later than sixty (60) days after the Closing Date, Purchaser shall cause to be prepared in good faith and delivered to the Representative a statement (the “Closing Statement”), substantially similar in form to the Pre-Closing Statement, setting forth Purchaser’s calculation of # Working Capital as of the close of business on the Closing Date, # the amount, if any, by which such calculation of Working Capital exceeds the Working Capital Target or the amount, if any, by which the Working Capital Target exceeds such calculation of Working Capital, # each of the items described in [Section 2.5(a)(i)(B)-(H)])] above, as of the close of business on the Closing Date and # the amount, and calculation of, the Purchase Price derived solely from the foregoing items (collectively, the “Closing Date Purchase Price”), together with a certificate signed by an authorized executive officer of Purchaser that the Closing Statement and the determinations and calculations contained therein were prepared in a manner consistent with the relevant definitions set forth in this Agreement and in accordance with the Accounting Rules. If Purchaser fails to deliver the Closing Statement within such sixty (60) day period, then in addition to any other rights the Representative may have under this Agreement, the Representative shall have the right to elect that the Estimated Purchase Price (as adjusted to incorporate the amount, if any, by which the Estimated Closing Date Working Capital exceeds the Working Capital Target or the amount, if any, by which the Working Capital Target exceeds the Estimated Closing Date Working Capital) be deemed to be the amount of the Final Closing Date Purchase Price and be final and binding and used for purposes of calculating the adjustment pursuant to [Section 2.5(b)] above. The Parties acknowledge that no adjustments may be made to the Working Capital Target.

Pre-Closing Statement. Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Purchaser # a statement (the “Pre-Closing Statement”), substantially similar in form to the illustrative example set forth on [Exhibit B], setting forth # the Company’s good faith estimate of Working Capital as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital”), # the Company’s calculation of the Company Transaction Expenses, # the Company’s calculation of Closing Date Indebtedness, # the Company’s good faith estimate of the Closing Cash as of the close of business on the Closing Date (the “Estimated Closing Cash”), # the Per Share Preferred Consideration (calculated with respect to the shares of Preferred Stock based on the dates of issuance of such shares of Preferred Stock), # the Per Share Common Consideration, # the number of Fully Diluted Shares, # the number of Fully Diluted Preferred Shares, # the amount, and the calculation of, the Company’s good faith estimate of the Purchase Price derived from the items described in this [Section 2.5(a)(i)(B)-(D)])] and determined without reference to Working Capital (such resulting calculation, the “Estimated Purchase Price”) (provided that, if the Working Capital Target exceeds such calculation of the Estimated Closing Date Working Capital, then # the Estimated Purchase Price shall be reduced by the amount of such excess plus One Million Dollars ($1,000,000) and # the amount resulting therefrom shall be the Estimated Purchase Price for purposes of this Agreement), and # the amount, and the calculation of, the Closing Payments derived from the Estimated Purchase Price, # a certificate signed by an authorized executive officer of the Company that the Pre-Closing Statement and the determinations and calculations contained therein were prepared in a manner consistent with the relevant definitions set forth in this Agreement and in accordance with the Accounting Rules, and # the Pay-Off Letters. The Company shall provide Purchaser with reasonable access during normal business hours to the books and records of the Company, and other Company documents, to review the information set forth in the Pre-Closing Statement prior to the Closing Date; provided, however, that # such access shall not be a condition to Closing under this Agreement and # Purchaser and Merger Sub shall be entitled to rely on the Pre-Closing Statement in making payments under [Section 2.2] and Purchaser and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Pre-Closing Statement.

Within sixty (60) days after the Closing Date, Purchaser shall prepare in good faith and deliver to Sellers a written statement of # the Final Closing Cash, # the Final Net Working Capital, # the Final Closing Indebtedness, # the Final Capital Expenditures Amount and # the Final Transaction Expenses (collectively, the “Initial Closing Statement”), together with a notice that sets forth the proposed Post-Closing Adjustment and Purchase Price, as determined by Purchaser. The Initial Closing Statement shall be prepared in accordance with the Accounting Principles, and applied in a manner consistent with the principles, methodologies and adjustments used in connection with the preparation of [Appendix II].

As soon as reasonably practicable, but no later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to the Seller Representative a statement (the “Closing Statement”) setting forth Buyer’s good faith proposed determination of the actual amounts of Closing Working Capital, Closing Cash, Closing Indebtedness, Seller Expenses, the 2017 Short-Term Deferred Contingent Receivable Amount, the Long-Term Deferred Contingent Receivable Amount, the Paid Deferred Contingent Receivable Amount, the Earn-Out Liability Reduction Amount and the Acquisition Amounts, together with a calculation of the Purchase Price based thereon and the Earn-Out Liability Amount (which shall not, for the avoidance of doubt, be subject to adjustment pursuant to this [Section 2.4]). The Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including [Section 2.4(e)].

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

Within ninety (90) calendar days after the Closing, the Buyer shall prepare and deliver to JI a statement setting forth the final determination of: # the Working Capital Amount and any Working Capital Surplus or Working Capital Deficit based thereon, # the U.S. Cash Amount and any U.S. Cash Surplus or any U.S. Cash Deficit based thereon; # the Mexico Cash Amount, # Closing Indebtedness, # the Closing Transaction Expenses, and # the Program Escrow Amount (as adjusted pursuant to [Section 2.5]) as of the Effective Time (the “Final Statement”). The Final Statement, and all components, calculations and amounts therein, shall be prepared and determined in accordance with the Accounting Principles and the other applicable provisions and definitions of this Agreement.

Within sixty (60) days after the Closing Date, Seller shall prepare and deliver to ​ a statement (the “Adjustment Statement”) that sets forth Seller’s calculation, as of the Closing Date, of Net Working Capital (“Closing Net Working Capital”). Seller shall provide ​ and its independent accountant and financial advisor, at no expense to Seller, with all reasonable access during normal business hours to the working papers, accounting and other books and records of the Business and employees to the extent in Seller’s possession and reasonably required to facilitate ​’s review of the Adjustment Statement.