Extract to table

Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement

Net Working Capital shall be calculated as of 11:59 p

All assets and liabilities of the Company and its Subsidiaries shall be measured and valued as of the Measurement Time in accordance with the principles set forth in this Exhibit

To the extent there is a conflict between GAAP as in effect at the Measurement Time and the Consistent Basis, the Consistent Basis shall control; provided, however, that if GAAP requires a change in accounting standards, policies, or practices that was implemented by the Company in its books and records prior to the date of the Agreement (May 20, 2025), such change shall be reflected in the Net Working Capital calculation and shall be deemed part of the Consistent Basis

The Target Net Working Capital is a fixed amount and shall not be subject to adjustment for any reason

(b) If Final Net Working Capital is equal to or greater than Seventy-Three Million Five Hundred Thousand Dollars ($73,500,000) and equal to or less than Eighty-Three Million Five Hundred Thousand Dollars ($83,500,000) (inclusive of both such amounts), then no adjustment to the Purchase Price shall be required, and the Purchase Price shall remain as set forth in the Agreement (as adjusted for any other adjustments contemplated thereby)