Common use of Adjustment of Purchase Price Clause in Contracts

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern timeTime, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser its portion of the Final Combined Closing Statement Statement, in a form and substance reasonably satisfactory to Purchaser, and shall make available to Purchaser and its accountants and attorneys the work papers, schedules and other supporting data used by Seller to calculate and prepare its portion of the Final Combined Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statementtherein. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Combined Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern timeTime, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment. All other provisions of this Agreement notwithstanding, such payments due under Section 3.3(c) of this Agreement and the Reciprocal Agreement shall be offset against each other pursuant to the Final Combined Closing Statement, with one aggregate payment taking into account amounts due thereunder with respect to the Exchange shall be made as applicable by one party to the other.

Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment as follows: (a) On In case the Company shall (i) pay a dividend in shares of its capital stock (other than an issuance of shares of capital stock to holders of Common Stock who have elected to receive a dividend in shares in lieu of cash), (ii) subdivide its outstanding shares of Common Stock, (iii) reduce, consolidate or combine its outstanding shares of Common Stock into a smaller number of shares or (iv) issue by reclassification of its shares of Common Stock any shares of the Company, the Purchase Price in effect immediately prior thereto shall be adjusted to that amount determined by multiplying the Purchase Price in effect immediately prior to such date by a fraction, of which the numerator shall be the number of shares of Common Stock outstanding on such date before 12:00 noongiving effect to such division, Eastern timesubdivision, on reduction, combination, consolidation or stock dividend and of which the thirtieth denominator shall be the number of shares of Common Stock after giving effect thereto. Such adjustment shall be made successively whenever any such effective date or record date shall occur. An adjustment made pursuant to this subsection (30tha) calendar day following shall become effective retroactively to the Closing Date, Seller shall deliver to Purchaser Effective Date immediately after the Final Closing Statement record date in the case of a dividend and shall make available become effective immediately after the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth effective date in the Final Closing Statementcase of a subdivision, reduction, consolidation, combination or reclassification. (b) The determination of In case the Adjusted Payment Amount Company shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing issue rights or options to all or substantially all holders of its disagreement with any amount included therein Common Stock entitling them (for a period expiring within 45 days after the record date mentioned below) to subscribe for or omitted therefrompurchase shares of Common Stock (or securities convertible into Common Stock) at a price per share (the "Offering Price") less than the Purchase Price at the record date mentioned below, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) Purchase Price shall be determined by dividing the Purchase Price in effect immediately prior to such issuance by a nationally recognized fraction of which the numerator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or options plus the number of additional shares of Common Stock offered for subscription or purchase, and of which the denominator shall be the number of shares of Common Stock outstanding on the date of issuance of such rights or options plus the number of shares which the aggregate Offering Price of the total number of shares so offered would purchase at such fair market value. Such adjustment shall be made whenever such rights or options are issued, and shall become effective retroactively, immediately after the record date for the determination of shareholders entitled to receive such rights or options. (c) In case the Company shall distribute to all or substantially all holders of its Common Stock evidence of its indebtedness, shares of any class of the Company's stock other than Common Stock or assets (excluding cash dividends) or rights or options to subscribe for or purchase shares of Common Stock or securities convertible into Common Stock (excluding those referred to in subsection (b) above), then in each such case the Purchase Price shall be determined by dividing the Purchase Price in effect immediately prior to such issuance by a fraction, of which the numerator shall be the Purchase Price on the date of such distribution and of which the denominator shall be such fair market value per share of the Common Stock, less the then fair market value (as determined by the Committee, whose determination shall be conclusive, and described in a statement, which will have the applicable resolutions of the Board of Directors attached thereto, filed with the Company) of the portion of the assets or evidences of indebtedness or shares so distributed or of such subscription rights or options applicable to one share of the Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective retroactively immediately after the record date for the determination of stockholders entitled to receive such distribution. (d) If the Common Stock issuable upon the conversion of the Option shall be changed into the same or a different number of shares of any class or classes of stock, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger, consolidation or sale of assets provided for in this Section 6), then, and in each such event, the Optionee shall have the right thereafter to convert such Option into the kind and amount of shares of Common Stock and other securities and property receivable upon such reorganization, reclassification or other change by the holders of the number of shares of Common Stock into which such Option might have been converted, as reasonably determined by the Committee, immediately prior to such reorganization, reclassification or change, all subject to further adjustment as provided herein. (e) If at any time or from time to time there shall be a capital reorganization of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for elsewhere in this Section 6) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company's properties and assets to any other person (except as provided for in Section 6(f)), then, as a part of such reorganization, merger, consolidation or sale, provision shall be made as reasonably determined by the Committee so that the Optionee shall thereafter be entitled to receive upon conversion of such Option, the number of shares of stock or other securities or property of the Company or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Common Stock deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation or sale. (f) The adjustments provided for in this Section 6 are cumulative and shall apply to successive divisions, subdivisions, reductions, combinations, consolidations, issues, distributions or other events contemplated herein resulting in any adjustment under the provisions of this Section; provided that, notwithstanding any other provision of this Section, no adjustment of the Purchase Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Purchase Price then in effect; provided, however, that any adjustments which by reason of this subsection (f) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (g) Notwithstanding Sections 6(b) and (c) above, no adjustment shall be made in the Purchase Price if provision is made for the Optionee to participate in such distribution as if the Optionee had converted all of the principal balance of the Option into shares of Common Stock at the Purchase Price in effect immediately prior to such distribution. (h) Upon each adjustment of the Purchase Price, the Company shall give prompt written notice thereof addressed to the Optionee at the Optionee's address as shown on the records of the Company, which notice shall state the Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares issuable upon the conversion of such Optionee's Option, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. (i) In the event of any question arising with respect to the adjustments provided for in Section 6, such question shall be conclusively determined by an opinion of independent accounting firm selected certified public accountants appointed by mutual agreement between Seller the Company (who may be the auditors of the Company) and Purchaseracceptable to the Optionee. Such accountants shall have access to all necessary records of the Company, and such determination shall be final binding upon the Company and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserOptionee. (cj) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding orThe Company may, in its sole discretion and without any obligation to do so, reduce the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount Purchase Price then in U.S. dollars equal effect by giving fifteen days' written notice to the amount of Optionee. The Company may limit such excess, plus interest on such excess amount from the Closing Date reduction as to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount its temporal duration or may impose other conditions thereto in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentits sole discretion.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Not less than five (30th5) calendar day following Business Days prior to the Closing Date, Seller the Sellers shall prepare, or cause to be prepared, and will deliver to Purchaser the Final Buyer (1) an estimated closing statement of the Business as of the Closing Statement Date (the “Estimated Closing Statement”), signed by an authorized officer of the Sellers (on behalf and shall make available in the work papersname of the Sellers), schedules which sets forth (i) the Estimated Net Working Capital Amount, (ii) (A) the Estimated Net Working Capital Surplus, if any, or (B) the Estimated Net Working Capital Deficit, if any, (iii) the Estimated Other Third-Party Brand Amount, (iv) (A) the Estimated Other Third-Party Brand Surplus, if any, or (B) the Estimated Other Third-Party Brand Deficit, if any, (v) the Estimated DP Amount, (vi) (A) the Estimated DP Surplus, if any, or (B) the Estimated DP Deficit, if any, (vii) the Estimated Residual Transferred Assets Amount, (viii) (A) the Estimated Residual Transferred Assets Surplus, if any, or (B) the Estimated Residual Transferred Assets Deficit, if any, (ix) the Estimated Other Assets and other supporting data used by Seller Liabilities Amount, (x) (A) the Estimated Other Assets and Liabilities Surplus, if any, or (B) the Estimated Other Assets and Liabilities Deficit, if any, (xi) the Estimated Retained Assets Amount, and (xii) the Estimated Retained Liabilities Amount, and (2) the unaudited balance sheet of the Business as of the Business Day that is the Sellers’ last accounting day in the fiscal month prior to calculate and prepare the Final fiscal month in which the Closing Statement to enable Purchaser to verify occurs determined consistent with the amounts Agreed Financial Methodology (the “Estimated Closing Date Unaudited Balance Sheet”). All estimates set forth in the Final Estimated Closing Statement contemplated by clauses (iii), (iv), (v) and (vi) of the preceding sentence will be based on, and be consistent with, the 2013 Data and the Agreed Financial Methodology, and such estimates shall be as of December 31, 2013. All other estimates set forth in the Estimated Closing Statement will be consistent with the Agreed Financial Methodology and the 2013 Additional Financial Information, and such estimates shall be based on the Sellers’ data included in the Estimated Closing Date Unaudited Balance Sheet. Notwithstanding the foregoing, in the event that the data regarding the Subject Equipment that would otherwise be included in the Estimated Closing Date Unaudited Balance Sheet is not available to be included therein, then the estimates contemplated by clauses (vii) and (viii) above, to the extent related to the Subject Equipment, shall be as of the Business Day which is the Sellers’ last accounting day in the fiscal quarter prior to the fiscal quarter in which the Closing occurs. The Sellers hereby agree to conduct a physical inventory count on the Business Day which is the Sellers’ last accounting day in the fiscal month prior to the fiscal month in which the Closing occurs for the purpose of preparing the Estimated Closing Statement. The Sellers shall provide the Buyer with reasonable advance notice of any such physical inventory count, and hereby agree that the Buyer and its Representatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specify. (b) The determination Sellers hereby agree to conduct a physical inventory count on the Closing Date for the purpose of preparing the Preliminary Amounts Schedule. The Sellers hereby agree that the Buyer and its Representatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specify. No later than one hundred twenty (120) days following the Closing Date, the Sellers will prepare, or cause to be prepared, and will deliver to the Buyer the Closing Financial Information and the Preliminary Amounts Schedule. The Preliminary Amounts Schedule will be based on, and consistent with, the Closing Financial Information. Upon reasonable prior written notice, the Buyer shall provide the Sellers and their respective Representatives with reasonable access, during normal business hours, to the Buyer’s Representatives and such books and records as may be reasonably requested by the Sellers and their respective Representatives in order to prepare the Closing Financial Information and the Preliminary Amounts Schedule; provided, however, that (i) such access shall not unreasonably interfere with any of the Adjusted Payment businesses or operations of the Buyer or any of its Affiliates and (ii) the auditors and accountants of the Buyer or any of its Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. (c) The Buyer shall have one hundred twenty (120) days following receipt of the Preliminary Amounts Schedule during which to notify the Sellers of any dispute of any item contained in the Preliminary Amounts Schedule, which notice shall set forth in reasonable detail the basis for such dispute (a “Notice of Dispute”); provided, that the Notice of Dispute may not contain any disputes with respect to the calculation of the portion of the Residual Transferred Assets Amount attributable to the failure of the Buyer to locate or determine the existence of any Subject Equipment, it being understood that all disputes with respect to such matters will be governed by Section 2.10. Upon reasonable prior written notice, the Sellers shall provide the Buyer and its Representatives with reasonable access, during normal business hours, to the Sellers’ Representatives and such books and records as may be reasonably requested by the Buyer and its Representatives in order to verify the information contained in the Closing Financial Information and the Preliminary Amounts Schedule; provided, however, that (i) such access shall not unreasonably interfere with any of the businesses or operations of the Sellers or their Affiliates and (ii) the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. (d) If the Buyer does not provide the Sellers with a Notice of Dispute within such one hundred twenty (120) day period, the Preliminary Amounts Schedule prepared by the Sellers shall be deemed to be the Final Amounts Schedule and will be conclusive and binding upon all parties hereto. (e) If the Buyer provides the Sellers with a Notice of Dispute within such one hundred twenty (120) day period, the Buyer and the Sellers shall cooperate in good faith to resolve any such dispute as promptly as possible, and upon such resolution, the Final Amounts Schedule shall be prepared in accordance with the agreement of the Buyer and the Sellers. If the Buyer and the Sellers are unable to resolve any dispute regarding the Preliminary Amounts Schedule within thirty (30) days after the Sellers’ receipt of the Notice of Dispute, or such longer period as the Buyer and the Sellers shall mutually agree in writing, such dispute shall be resolved in accordance with Section 2.07(f). (f) If the Buyer and the Sellers are unable to resolve any dispute regarding the Preliminary Amounts Schedule within thirty (30) days after the Sellers’ receipt of the Notice of Dispute, or such longer period as the Buyer and the Sellers shall mutually agree in writing, such dispute shall be resolved by a mutually agreed upon accounting firm that, unless otherwise mutually agreed by the parties, is independent of the Buyer and each Seller (meaning a firm of certified public accountants that has not provided services to any of the parties hereto or their Affiliates during the immediately preceding five (5) years) (such accounting firm, the “Arbitrator”). Such resolution shall be final and binding on the parties hereto on hereto, and the thirtieth (30th) calendar day after receipt by Purchaser Final Amounts Schedule shall be prepared in accordance with the resolution of the Final Closing Statement, unless Purchaser Arbitrator. The Buyer and the Sellers shall notify Seller submit to the Arbitrator for review and resolution all matters (but only such matters) that are set forth in writing the Notice of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items Dispute that remain in dispute (in determining the Net Working Capital Amount, the Other Third-Party Brand Amount, the DP Amount, the Residual Transferred Assets Amount, the Other Assets and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and PurchaserLiabilities Amount, the Retained Assets Amount or the Retained Liabilities Amount, as the case may be, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagementArbitrator shall, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, except in the case of manifest error, (A) not assign a disputevalue to any item in dispute greater than the greatest value for such item assigned by the Buyer, on the one hand, or the Sellers, on the other hand, or less than the smallest value for such item assigned by the Buyer, on the one hand, or the Sellers, on the other hand, and (B) make its determination based on written submissions by the Buyer and the Sellers which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Arbitrator shall use commercially reasonable efforts to complete its work within forty-five (45) days following its engagement. The fees, costs and expenses of the Arbitrator (i) shall be borne by the Buyer in the proportion that the aggregate dollar amount of all such disputed items so submitted that are resolved against the Buyer (as finally determined by the Arbitrator) bears to the aggregate dollar amount of such items so submitted and (ii) shall be borne by the Sellers in the proportion that the aggregate dollar amount of such disputed items so submitted that are resolved against the Sellers (as finally determined by the Arbitrator) bears to the aggregate dollar amount of all such items so submitted. (g) Within five (5) Business Days following the determination of the Final Amounts Schedule in accordance with this Section 2.07: (i) to the extent that there is a Closing Amounts Deficit on the Final Amounts Schedule, the Sellers shall pay to the Buyer in cash an aggregate amount equal to the Closing Amounts Deficit by wire transfer of immediately available funds to an account designated by the Buyer. Upon such payment, the Sellers shall be fully released and discharged of any obligation with respect to the Closing Amounts Deficit; (ii) to the extent that there is a Closing Amounts Surplus on the Final Amounts Schedule, the Buyer shall pay to the Sellers in cash an aggregate amount equal to the Closing Amounts Surplus by wire transfer of immediately available funds to an account designated by the Sellers. Upon such payment, the Buyer shall be fully released and discharged of any obligation with respect to the Closing Amounts Surplus; and (iii) any payment made pursuant to this Section 2.07(g) shall include an additional amount of interest on the amount so remitted at a rate per annum equal to the Six-Month Treasury Rate, which additional amount of interest shall accrue from and after the first calendar day after the Closing Date until the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern timeTime, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement Statement, in a form and substance reasonably satisfactory to Purchaser, and shall make available to Purchaser and its accountants and attorneys the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern timeTime, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. Purchaser may request such additional data as may be reasonably necessary to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. The Purchase Price in effect at any date ---------------------------- shall be subject to adjustment from time to time as follows: (a) On If and whenever at any time during the term hereof, the Corporation shall complete a Share Reorganization, the Purchase Price shall be adjusted effective immediately after the effective date or before 12:00 noonrecord date, Eastern timeas the case may be, on which the thirtieth (30th) calendar day following holders of Common Shares are determined for the Closing Datepurpose of the Share Reorganization by multiplying the Purchase Price in effect immediately prior to such effective date or record date by a fraction, Seller the numerator of which shall deliver be the number of Common Shares outstanding on such effective date or record date before giving effect to Purchaser such Share Reorganization and the Final Closing Statement and denominator of which shall make available be the work papers, schedules and other supporting data used by Seller number of Common Shares outstanding immediately after giving effect to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statementsuch Share Reorganization. (b) The determination If and whenever at any time during the term hereof, the Corporation shall fix a record date for a Rights Offering, the Purchase Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Purchase Price in effect on such record date by a fraction of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number equal to the number determined by dividing the aggregate price of the Adjusted Payment Amount total number of additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, by such Weighted Average Price per Common Share, and of which the denominator shall be final and binding the total number of Common Shares outstanding on such record date plus the parties hereto on total number of additional Common Shares offered for subscription or purchase (or into which the thirtieth (30th) calendar day after receipt convertible securities so offered are convertible or exchangeable). If by Purchaser the terms of the Final Closing Statementrights, unless Purchaser shall notify Seller options or warrants referred to in writing of its disagreement with any amount included therein this Section 4.2(b), there is more than one purchase, conversion or omitted therefromexchange price per Common Share, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days aggregate price of the receipt by Seller total number of notice additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of such disagreementthe convertible securities so offered, such items in dispute (and only such items) shall be determined calculated for purposes of the exchange price per Common Share, as the case may be. To the extent that any adjustment in Purchase Price occurs pursuant to this Section 4.2(b) as a result of the fixing by the Corporation of a nationally recognized independent accounting firm selected by mutual agreement between Seller record date for the distribution of rights, options or warrants referred to in this Section 4.2(b), the Purchase Price shall be readjusted immediately after the expiration of any relevant exchange, conversion or exercise right to the Purchase Price which would then be in effect based upon the number of Common Shares actually issued and Purchaserremaining issuable after such expiration, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees further readjusted in such manner upon expiration of any further such accounting firm shall be divided equally between Seller and Purchaserright. (c) On If and whenever at any time during the term hereof the Corporation shall fix a record date for the issue or before 12:00 noondistribution to the holders of all or substantially all the outstanding Common Shares of: (i) securities of the Corporation including rights, Eastern timeoptions or warrants to acquire shares or securities convertible into or exchangeable for shares or property or assets and including evidences of its indebtedness; or (ii) any property or other assets; and if such issuance or distribution is not by way of a Share Reorganization or an issuance of rights, on the fifth (5thoptions or warrants referred to in Section 4.2(b) Business Day after the Adjusted Payment Amount shall have become final and binding orthen, in the case of a disputeeach such case, the Purchase Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Purchase Price in effect on such date by a fraction, of which the numerator shall be the product of the resolution number of Common Shares outstanding on such record date and the Weighted Average Price on such record date, less the aggregate fair market value (as determined by the directors which determination shall be conclusive) of such securities, property or other assets so issued or distributed, and of which the denominator shall be the product of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount number of such excess, plus interest Common Shares outstanding on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of record date and such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentWeighted Average Price.

Adjustment of Purchase Price. (a) On or before 12:00 noonprior to March 28, Eastern time2014, the Company shall provide Parent with a statement setting forth the calculation of 2013 EBITDA, 2013 Adjusted EBITDA and the Maximum Adjustment Amount, prepared in good faith (the “2013 EBITDA Statement”), which shall reflect the same 2013 Adjusted EBITDA included in the Operating Subsidiary’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 28, 2013 (without giving effect to the Maximum Adjustment Amount). Not less than five (5) Business Days following the receipt of the 2013 EBITDA Statement, Parent shall notify the Company in writing in the event that it disputes any aspect of the 2013 EBITDA Statement, which note shall include reasonable detail about such disputes (it being understood and agreed by Parent that any disputes must be limited to disputes relating to whether 2013 Adjusted EBITDA has been properly calculated in accordance with the definitions and procedures set forth in this Agreement and the Exhibits hereto, and may not include any disputes relating to proposed changes or modifications to such definitions or procedures). During such five (5) Business Day period, the Company and its accountants will provide Parent and its accountants with reasonable access to such individuals and such information, books, records and work papers as may be reasonably required by Parent in order to reasonably verify such calculations; provided, however, that external accountants shall not be obliged to make any work papers available to Parent except in accordance with such accountants’ normal disclosure procedures and then only after Parent and/or Parent’s accountants, as applicable, has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. If Parent does not provide such notice of dispute within such five (5) Business Day period, the amount set forth on the 2013 EBITDA Statement shall be the 2013 Adjusted EBITDA for the purposes of the Closing. If Parent provides such notice of dispute within such five (5) Business Day period, the Company and Parent shall promptly negotiate in good faith to expeditiously resolve any such dispute. The amount so agreed following such negotiations shall be the 2013 Adjusted EBITDA for the purposes of the Closing. If the Company and Parent are unable to resolve any differences that they may have with respect to the 2013 EBITDA Statement within five (5) Business Days, the Company and Parent shall submit all matters that remain in dispute with respect to the 2013 EBITDA Statement (along with a copy of the 2013 EBITDA Statement marked to indicate those line items that are not in dispute) to PricewaterhouseCoopers LLP, or, if such firm is unable or unwilling to act, such other independent certified public accountant reasonably mutually acceptable to Parent and the Company (in any such case, the “Independent Accountant”). The Independent Accountant, acting as an expert and not an arbitrator, shall be jointly instructed by Parent and the Company to, within fifteen (15) Business Days after such Person’s selection, make a final determination, binding on the parties to this Agreement and the holders of Common Stock, of the appropriate calculation of 2013 Adjusted EBITDA as to which Parent and the Company disagree. With respect to each disputed calculation, such determination, if not in accordance with the position of either Parent, on the thirtieth (30th) calendar day following one hand, or the Closing DateCompany, Seller on the other hand, shall deliver not be in excess of the higher, nor less than the lower, of the calculation advocated by the Company and Parent with respect to Purchaser such disputed line item. The Independent Accountant’s determination shall be made in accordance with the Final Closing definition in this Agreement of 2013 EBITDA, 2013 Adjusted EBITDA and the Maximum Adjustment Amount, as applicable. If after the delivery of the 2013 EBITDA Statement but prior to the Closing, there shall be a change in any component of the 0000 XXXXXX Xxxxxxxxx, the Company shall update the 2013 EBITDA Statement accordingly to reflect such change, and Parent shall make available be given an equivalent opportunity to dispute any such updated portion of the work papers, schedules and other supporting data used by Seller 0000 XXXXXX Xxxxxxxxx as applied with respect to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statementoriginal delivery of such statement. (b) The determination cost of the Adjusted Payment Amount Independent Accountant’s review and determination shall be final and binding shared equally by Parent on the parties hereto one hand and the Company on the thirtieth (30th) calendar day after receipt other hand. During the review by Purchaser of the Final Closing StatementIndependent Accountant, unless Purchaser shall notify Seller in writing of the Company and its disagreement accountants will make available to the Independent Accountant interviews with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaserindividuals, and such determination information, books, records and work papers as may be reasonably required by the Independent Accountant to fulfill its obligations under Section 2.10(c); provided, however, that the external accountants shall not be final and binding. Such accounting firm shall be instructed obliged to resolve the disputed items within ten (10) Business Days of engagement, make any work papers available to the extent Independent Accountant except in accordance with such accountants’ normal disclosure procedures and then only after the Independent Accountant has signed a customary agreement relating to such access to work papers in form and substance reasonably practicableacceptable to such accountants. The fees In acting under this Agreement, the Independent Accountant will be entitled to the privileges and immunities of any such accounting firm shall be divided equally between Seller and Purchaseran arbitrator. (c) On or before 12:00 noonThe Company shall, Eastern timeduring the Interim Period, on engage Xxxxxx to calculate the fifth (5th) Business Day after Underfunded Amount as of the Adjusted Payment Amount shall have become final and binding or, in the case last day of a dispute, each quarter following the date hereof, beginning with the quarter ending December 28, 2013, with such calculation to be performed in accordance with their customary terms and procedures prior to the date hereof and to be completed no later than the 18th day following the last day of such applicable quarter and promptly delivered in writing to Parent with a copy of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required calculation prepared by Section 3.4 shall be made contemporaneously with the foregoing paymentXxxxxx.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally apportioned between Seller and PurchaserPurchaser in the same proportion that the aggregate dollar amount of the items unsuccessfully disputed or defended, as the case may be, by each (as finally determined by the independent accounting firm) bears to the total dollar of the disputed items. (c) On or before 12:00 noon, Eastern time, on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, noon Pittsfield time on the thirtieth (30th) calendar day following the Closing Date (the “Adjustment Date”), Seller shall deliver to the Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, noon Pittsfield time on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b)) above, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day As promptly as practicable following the Closing Datedate hereof (but in any event on or prior to November 15, 2000), the Seller shall deliver to the Purchaser a balance sheet of the Final Closing Statement and Seller (the "Initial Seller Balance Sheet") which indicates the net working capital of the Seller as of the date hereof (the "Initial Working Capital"). The Purchaser shall make available have ten (10) business days following receipt of the work papersInitial Seller Balance Sheet during which to provide written notification ("Initial Dispute Notice") to the Seller of any dispute of any item therein, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts which notice shall set forth in reasonable detail the Final Closing Statement. (b) The determination basis for such dispute. If the Purchaser does not timely deliver the Initial Dispute Notice, the Initial Seller Balance Sheet shall be deemed to reflect the final agreement of the Adjusted Payment Amount parties. The Purchaser and the Seller shall cooperate in good faith to resolve any dispute as promptly as possible, and upon such resolution, a final agreement upon the Initial Working Capital shall be promptly prepared and signed off on by each of the parties. If the Purchaser and the Seller are unable to resolve the Initial Working Capital dispute (the "Initial Dispute") within five (5) business days of Seller's receipt of the Initial Dispute Notice (or such longer period agreed in writing by the parties), the parties shall engage a mutually agreeable independent "Big 5" accounting firm (the "Arbitrator") to resolve the Initial Dispute and such resolution shall be final and binding on the parties hereto on the thirtieth parties. The Arbitrator shall use commercially reasonable efforts to complete its work within five (30th5) calendar day after receipt by Purchaser business days of its engagement. The expenses of the Final Closing Statement, unless Purchaser Arbitrator shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which casebe paid by the party against whom the Arbitrator resolves the dispute or, if the resolution is only partially in favor of one party, the expenses shall be paid by each of the parties in an amount that is in proportion to the allocation of the amount in dispute which is attributable to each such party. (b) As promptly as practicable following the Closing Date (but in any event within five (5) business days), the Purchaser will prepare (in consultation with the Seller) and deliver to the Seller a revised balance sheet which shall reflect the net working capital of the Seller as of the Closing Date after application of the agreed upon adjustments which shall be calculated in accordance with the methodology described in Schedule 2.3(a) (the "Preliminary Purchase Price Adjustment"). The Seller shall have five (5) business days following receipt of the Preliminary Purchase Price Adjustment during which to provide written notification ("PPA Dispute Notice") to the Purchaser of any dispute of any item therein, which notice shall set forth in reasonable detail the basis for such dispute. If the Seller does not timely deliver the PPA Dispute Notice, the Preliminary Purchase Price Adjustment shall be deemed to reflect the final agreement of the parties. The Purchaser and the Seller shall cooperate in good faith to resolve any dispute as promptly as possible, and upon such resolution, a Final Purchase Price Adjustment (as hereinafter defined) shall be promptly prepared and signed off on by each of the parties. (c) If the Purchaser and the Seller are unable to resolve the disputed items Purchase Price adjustment dispute (the "PPA Dispute") within ten five (105) Business Days business days of Purchaser's receipt of the receipt PPA Dispute Notice (or such longer period agreed in writing by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a disputeparties), the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.parties shall

Adjustment of Purchase Price. (a) On or before 12:00 noonAt least five (5) Business Days prior to the Closing, Eastern timethe Company shall deliver to Purchaser a statement (the “Preliminary Statement”) setting forth the Sellers’ good faith estimate of (i) Closing Cash, and (ii) the Working Capital as of the close of business on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser in each case, including the Final Closing Statement components thereof and shall make available reasonable back-up information with respect thereto, and (iii) the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination calculation of the Adjusted Payment Amount shall be final and binding Closing Purchase Price based on the parties hereto on foregoing. In the thirtieth event that Purchaser notifies the Company of any objection to the Preliminary Statement no later than three (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (103) Business Days of prior to the receipt by Seller of notice of Closing Date, Purchaser and the Company shall discuss such disagreementobjections in good faith and the Company will, such items in dispute (good faith and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement after taking into account the discussion between Seller the Company and Purchaser, revise and such determination shall be final and binding. Such accounting firm shall be instructed to resolve re-deliver the disputed items within ten Preliminary Statement no later than two (102) Business Days of engagement, prior to the extent reasonably practicableClosing Date to reflect the results of such discussion (which revised and redelivered Preliminary Statement shall serve as the Preliminary Statement for all purposes under this Agreement). The fees of any such accounting firm At the Closing, the Closing Purchase Price shall be divided equally between Seller and Purchaser. (ci) On increased or before 12:00 noon, Eastern time, decreased by the amount that Closing Cash reflected on the fifth Preliminary Statement exceeds or is less than $0, respectively, and (5thii) Business Day after adjusted by the Adjusted Payment Amount shall have become final difference between the Working Capital reflected on the Preliminary Statement and binding or, in Twenty Four Million Dollars ($24,000,000) (the case of a dispute“Targeted Working Capital”). If the Working Capital reflected on the Preliminary Statement exceeds the Targeted Working Capital, the date amount of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller Closing Purchase Price shall pay to Purchaser an amount in U.S. dollars equal to be increased dollar-for-dollar by the amount of such excess, plus interest and if the Working Capital reflected on the Preliminary Statement is less than the Targeted Working Capital, the amount of the Closing Purchase Price shall be decreased dollar-for-dollar by such excess amount from shortfall. (b) As soon as practicable, and in any event within ninety (90) calendar days after the Closing, Purchaser shall prepare or cause to be prepared and delivered to the Sellers Representative a statement as of the close of business on the Closing Date (the “Closing Statement”) setting forth the actual Closing Cash and the actual Working Capital of the Company. The Closing Statement shall entirely disregard (i) any and all effects on the assets or liabilities of the Company as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Purchaser or any other transaction entered into by Purchaser in connection with the consummation of the transactions contemplated hereby, and (ii) any of the plans, transactions or changes which Purchaser intends to but excluding initiate or make or cause to be initiated or made after the payment Closing with respect to the Company or its business or assets, or any facts or circumstances that are unique or particular to Purchaser or any of its assets or liabilities. (c) Purchaser shall, and shall cause the Company to, grant the Sellers Representative and its authorized representatives reasonable access to all such papers and documents and all such personnel as it or its representatives may reasonably request, and the Sellers Representative shall have up to forty-five (45) days after receiving the Closing Statement to review the Closing Statement (the “Review Period”); provided, however, that, in the event Purchaser or the Company does not provide any papers or documents or access to personnel reasonably requested by the Sellers Representative or any of its representatives within five (5) Business Days after request therefor (or such shorter period as may remain in the Review Period), the Review Period shall be extended by five (5) Business Days plus one (1) Business Day for each additional day required for Purchaser or the Company to fully respond to such request. The Sellers Representative shall deliver notice to Purchaser on or prior to the expiration of the Review Period specifying in reasonable detail all disputed items and the basis therefor. If the Sellers Representative fails to deliver such notice by such date, the Sellers Representative and the Sellers shall have waived their right to contest the Closing Statement. If the Sellers Representative timely notifies Purchaser of any objections to the Closing Statement, the parties shall, within twenty (20) Business Days following the date of such notice (the “Resolution Period”), attempt to resolve their differences and any written resolution by them as to any disputed amount shall be final and binding for all purposes under this Agreement. (d) If at the Federal Funds Rate orconclusion of the Resolution Period the parties have not reached an agreement on any objections with respect to the Closing Statement, then all amounts and issues remaining in dispute shall be submitted by the Sellers Representative and Purchaser to the Independent Accountants for a determination resolving such amounts and issues. All fees and expenses relating to the work, if any, to be performed by the Estimated Payment Amount exceeds Independent Accountants shall be borne by Purchaser and the Adjusted Payment Amount, Purchaser shall pay to Seller an Sellers Representative in the proportion that the aggregate dollar amount in U.S. dollars equal of the disputed items submitted to the Independent Accountants by such party that are unsuccessfully disputed by such party (as finally determined by the Independent Accountants) bears to the aggregate dollar amount of disputed items submitted by Purchaser and the Sellers Representative. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties in connection with resolving any dispute hereunder before the Independent Accountants shall be borne by the party incurring such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, cost and expense. The Independent Accountants shall determine only those issues still in dispute at the Federal Funds Rateend of the Resolution Period and the Independent Accountants’ determination shall be based upon and consistent with the terms and conditions of this Agreement. Any payments required The determination by the Independent Accountants shall be based solely on presentations with respect to such disputed items by Purchaser and the Sellers Representative to the Independent Accountants and not on the Independent Accountants’ independent review. Each of Purchaser and the Sellers Representative shall use commercially reasonable efforts to make its presentation as promptly as practicable following submission to the Independent Accountants of the disputed items, and each such party shall be entitled, as part of its presentation, to respond to the presentation of the other party and any questions and requests of the Independent Accountants. In deciding any matter, the Independent Accountants (i) shall be bound by the provisions of this Section 3.4 2.06(d) and (ii) may not assign a value to any item greater than the greatest value for such item claimed by either Purchaser or the Sellers Representative or less than the smallest value for such item claimed by Purchaser or the Sellers Representative. The Independent Accountants’ determination shall be made contemporaneously within forty-five (45) calendar days after its engagement (which engagement shall be made no later than five (5) Business Days after the end of the Resolution Period), or as soon thereafter as possible, shall be set forth in a written statement delivered to Purchaser and the Sellers Representative and shall be final, conclusive, non-appealable and binding for all purposes hereunder. It is the intent of the parties hereto that the process set forth in this Section 2.06(d) and the activities of the Independent Accountants in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). The term “Final Closing Statement” shall mean the foregoing paymentdefinitive Closing Statement agreed to by the Sellers Representative and Purchaser if no items are disputed in accordance with Section 2.06(c) or the definitive Closing Statement resulting from the determination made by the Independent Accountants in accordance with this Section 2.06(d).

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (ba) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (cb) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On All operating income and operating expenses of the Stations shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Stations on or before 12:00 noonthe Closing Date shall be for the account of Seller, Eastern timeand all income and expenses attributable to the operation of the Stations after the closing Date shall be for the account of Buyer. (b) To the extent not inconsistent with the express provisions of this Agreement, on the thirtieth allocations made pursuant to this Section 2.7 shall be made in accordance with generally accepted accounting principles. (30thc) calendar day For purposes of making the adjustments pursuant to this Section, Buyer shall prepare and deliver the Adjustment List to Seller within thirty (30) days following the Closing Date, or such earlier or later date as shall be mutually agreed to by Seller and Buyer. The Adjustment List shall set forth the Adjustment Amount. If the Adjustment Amount is a credit to the account of Buyer, unless disputed, Seller shall deliver pay such amount to Purchaser Buyer, and if the Final Closing Statement Adjustment Amount is a charge to the account of Buyer, Buyer shall pay such amount to Seller. In the event Seller disagrees with the Adjustment Amount determined by Buyer or with any other matter arising out of this subsection, and shall make available Buyer and Seller cannot within sixty (60) days resolve the work papersdisagreement themselves, schedules the parties will refer the disagreement to a firm of independent certified public accountants, mutually acceptable to Seller and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount Buyer, whose decision shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser whose fees and expenses shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt be allocated between and paid by Seller of notice of such disagreementand Buyer, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagementrespectively, to the extent reasonably practicable. The fees of any that such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, party does not prevail on the fifth (5th) Business Day after disputed matters decided by the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentaccountants.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement, together with such additional related data as Seller may reasonably request. Purchaser may request such additional data as may be reasonably necessary to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern New York City time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementStatement are accurate. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller Purchaser and Purchaser, and such determination shall be final and bindingSeller. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller Purchaser and PurchaserSeller. (c) On or before 12:00 noon, Eastern New York City time, on the fifth third (5th3rd) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay refund to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On Except as otherwise set forth in the LMA, all operating income and operating expenses of the Station that are included in the Station Assets shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Station on or before 12:00 noon, Eastern time, 11:59 p.m. on the thirtieth day immediately preceding the Closing Date (30ththe “Effective Time”) calendar day shall be for the account of Seller, and all income and expenses attributable to the operation of the Station after the Effective Time shall be for the account of Buyer. Such prorations shall include without limitation all ad valorem, real estate and other property taxes (except transfer taxes as provided by Section 14.3(b)), FCC regulatory fees, music and other license fees, utility expenses, rent and other amounts under Station Agreements and similar prepaid and deferred items. Seller shall receive a credit for all of the Station’s deposits and prepaid expenses. There shall be no proration or adjustment for any imbalance in the value of rights and obligations under trade, barter or similar agreements for the sale of time for goods or services. (b) To the extent not inconsistent with the express provisions of this Agreement, the allocations made pursuant to this Section 2.7 shall be made in accordance with generally accepted accounting principles. (c) Prorations and adjustments shall be made at Closing to the extent practicable. For purposes of making the final adjustments pursuant to this Section, Buyer shall prepare and deliver an initial Adjustment List to Seller within forty five (45) days following the Closing Date, or such later date as shall be mutually agreed to by Seller and Buyer. The Adjustment List(s) shall set forth the Adjustment Amount. If the Adjustment Amount is a credit to the account of Buyer, Seller shall deliver pay such amount to Purchaser Buyer within five (5) Business Days of receiving the Final Closing Statement Adjustment List(s) if both parties agree on the amount, and if the Adjustment Amount is a charge to the account of Buyer, Buyer shall make available pay such amount to Seller within five (5) Business Days of delivering the work papersAdjustment List(s) to Seller if both parties agree on the amount. In the event Seller disagrees with the Adjustment Amount determined by Buyer or with any other matter arising out of this subsection, schedules and other supporting data used by Buyer and Seller cannot within sixty (60) days resolve the disagreement themselves, the parties will refer the disagreement to calculate a firm of independent certified public accountants, mutually acceptable to Seller and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount Buyer, whose decision shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicableparties. The fees and expenses of any such accounting firm accountants shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, paid by the party who does not prevail on the fifth (5th) Business Day after disputed matters decided by the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentaccountants.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, noon on the thirtieth (30th) calendar day following the Closing Date (the "Adjustment Date"), Seller shall deliver to the Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. The Final Closing Statement shall also set forth the amount (the "Adjusted Payment Amount") by which the aggregate amount of Deposits (including Accrued Interest) and Accrued Liabilities shown on the Final Closing Statement differs from the Estimated Purchase Price. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth unless within thirty (30th30) calendar day days after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify the Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized an independent accounting firm selected by mutual agreement between Seller and Purchaser; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such determination shall net amount in dispute will be final equally apportioned between Seller and bindingPurchaser. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, noon on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding Adjustment Date or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section subsection 3.3(b)) above, if Seller shall pay to Purchaser an amount equal to the amount by which the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 3.5 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On All operating income and operating expenses of the Station shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Station on or before 12:00 noonthe Closing Date shall be for the account of Seller, Eastern timeand all income and expenses attributable to the operation of the Station after the closing Date shall be for the account of Buyer. (b) To the extent not inconsistent with the express provisions of this Agreement, on the thirtieth allocations made pursuant to this Section 2.7 shall be made in accordance with generally accepted accounting principles. (30thc) calendar day For purposes of making the adjustments pursuant to this Section, Buyer shall prepare and deliver the Adjustment List to Seller within thirty (30) days following the Closing Date, or such earlier or later date as shall be mutually agreed to by Seller and Buyer. The Adjustment List shall set forth the Adjustment Amount. If the Adjustment Amount is a credit to the account of Buyer, Seller shall deliver pay such amount to Purchaser Buyer, and if the Final Closing Statement Adjustment Amount is a charge to the account of Buyer, Buyer shall pay such amount to Seller. In the event Seller disagrees with the Adjustment Amount determined by Buyer or with any other matter arising out of this subsection, and shall make available Buyer and Seller cannot within sixty (60) days resolve the work papersdisagreement themselves, schedules the parties will refer the disagreement to a firm of independent certified public accountants, mutually acceptable to Seller and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount Buyer, whose decision shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser whose fees and expenses shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt be allocated between and paid by Seller of notice of such disagreementand Buyer, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagementrespectively, to the extent reasonably practicable. The fees of any that such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, party does not prevail on the fifth (5th) Business Day after disputed matters decided by the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentaccountants.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth forty-fifth (30th45th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement Statement, and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. Upon determination of the Final Adjustment Statement pursuant to Section 2.4.4: (a) On or before 12:00 noonIf the Purchase Price is less than the Estimated Purchase Price, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Post-Closing Statement and Adjustment shall make available be deducted from the work papersfirst payment of interest payable by Buyer pursuant to the terms of the Seller Note and, schedules and other supporting data used by Seller to calculate and prepare the extent that the Final Post-Closing Statement Adjustment exceeds the amount of the first payment of interest payable by Buyer pursuant to enable Purchaser to verify the amounts set forth in terms of the Seller Note, than such remaining portion of the Final Post-Closing StatementAdjustment shall be applied as a reduction of subsequent payments of interest payable by Buyer pursuant to the terms of the Seller Note until the entire Final Post-Closing Adjustment has been applied against interest payments thereunder. (bi) The If the Purchase Price is greater than the Estimated Purchase Price and such determination is made prior to the date on which the first payment of interest is payable by Buyer pursuant to the terms of the Adjusted Payment Amount Seller Note, Buyer shall pay the Final Post-Closing Adjustment to Sellers’ Representative (for the benefit of Sellers) with the first payment of interest payable by Buyer pursuant to the terms of the Seller Note, and (ii) if the Purchase Price is greater than the Estimated Purchase Price and such determination is made after the date on which the first payment of interest is payable by Buyer pursuant to the terms of the Seller Note, such Final Post-Closing Adjustment shall be final and binding on the parties hereto on the thirtieth paid by Buyer to Sellers’ Representative within five (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (105) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserdetermination. (c) On Any payment by Buyer or before 12:00 noonSellers under this Agreement, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute including pursuant to this Section 3.3(b)2.4.5 or Article 9, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser be treated as an amount in U.S. dollars equal adjustment to the amount of such excessPurchase Price, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments unless a contrary treatment is required by Section 3.4 shall be made contemporaneously with the foregoing paymentLaw.

Adjustment of Purchase Price. The Purchase Price reflects a price of $20.10 for each Option Asset purchased. Purchaser and Seller have selected Willamette Management Associates (athe "Appraiser") On or before 12:00 noon, Eastern time, to determine the fair market value of the Option Assets consisting of Class B shares and Class B voting trust certificates on the thirtieth Closing Date (30th) calendar day following the "Appraised Value"). Because such appraisal could not be completed prior to the Closing Date, the Purchaser and Seller have estimated the fair market value of the Option Assets consisting of Class B shares and Class B voting trust certificates as $362,041.20 ("Estimated Fair Market Value") based upon the information known to them as of the Closing Date. If the Appraiser determines that the Estimated Fair Market Value is not equal to the fair market value of the Option Assets consisting of Class B shares and Class B voting trust certificates as of the Closing Date, then within a reasonable period after the Appraiser determines the Appraised Value, Purchaser and Seller agree the following will occur: (a) In the event the Appraised Value exceeds the Estimated Fair Market Value, Purchaser shall deliver to Purchaser Seller the Final difference between the Appraised Value and the Estimated Fair Market Value paid on the Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementDate. (b) The determination of In the Adjusted Payment Amount event the Estimated Fair Market Value exceeds the Appraised Value, Seller shall be final and binding refund to Purchaser the difference between the Estimated Fair Market Value paid on the parties hereto on Closing Date and the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserAppraised Value. (c) On If either Purchaser or before 12:00 noon, Eastern time, on Seller fails to take appropriate action to make the fifth (5th) Business Day adjustments set forth in this paragraph within a reasonable time after the Adjusted Payment Amount shall have become final Appraiser determines the Appraised Value, then the other party may take any action, pursue any remedy or constitute legal proceedings to enforce this paragraph and binding or, in the case terms of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentthis Agreement.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth As soon as practicable but not later than thirty (30th30) calendar day following days after the Closing Date, Seller Purchaser shall deliver to Sellers a statement (the “Closing Inventory Statement”) setting forth the quantities and dollar balances of the Inventory on hand and transferred to Purchaser by Sellers as of the close of business on the Closing Date (the “Final Inventory Amount”) and setting forth the amount, if any, by which the total Inventory on hand as of the Closing Date is greater than the Target Inventory Ceiling or less than the Target Inventory Floor. In the event that Purchaser does not provide Sellers with the Closing Inventory Statement within such thirty (30) day period, then the Final Closing Statement and Inventory Amount shall make available be deemed to be the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementTarget Inventory Floor. (b) The determination Sellers shall have thirty (30) days from the date of receipt of the Adjusted Payment Amount shall be final and binding Closing Inventory Statement from Purchaser to dispute any amount on the Closing Inventory Statement, including the Final Inventory Amount, by providing written notice to Purchaser of such dispute (a “Dispute Notice”) within such thirty (30) day period. If Sellers provide Purchaser with a Dispute Notice, the parties hereto on shall cooperate in good faith to resolve such dispute as promptly as practicable and shall make available to each other and any of their respective Representatives as necessary for the thirtieth (30th) calendar day after receipt review and resolution of the dispute all relevant books, records, personnel and access to actual physical inventory, as reasonably requested by Purchaser of and Sellers, as applicable. (c) In the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if event the parties are unable to resolve any dispute regarding the disputed items Final Inventory Amount, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, Deloitte LLP or such other independent accounting firm as is mutually agreed upon by the parties (the “Independent Accountant”), whose written determination as to the Final Inventory Amount shall be conclusive and binding on all parties. All fees and expenses charged by the Independent Accountant shall be shared equally by Purchaser, on the one hand, and Sellers, on the other hand. (d) In the event the Final Inventory Amount, as determined in this Section 1.4, is equal to or greater than the Target Inventory Floor, but less than or equal to the Target Inventory Ceiling, there will be no adjustment to the Purchase Price relating to Inventory. (e) In the event the Final Inventory Amount, as determined in this Section 1.4, is less than the Target Inventory Floor, Sellers shall pay to Purchaser, by wire transfer of immediately available funds to an account designated by Purchaser, an amount in cash equal to the (i) the Target Inventory Floor, less (ii) the Final Inventory Amount, with such amount being paid within ten five (105) Business Days of the receipt Final Inventory Amount being determined. Any payments made by Seller of notice of such disagreement, such items in dispute (and only such items) Sellers to Purchaser hereunder shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, deemed an adjustment to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserPurchase Price. (cf) On or before 12:00 noon, Eastern time, on In the fifth (5th) Business Day after event the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Final Inventory Amount, Seller shall pay to Purchaser an amount as determined in U.S. dollars equal to this Section 1.4, is greater than the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment AmountTarget Inventory Ceiling, Purchaser shall pay treat as a credit toward Novatel’s future purchases from Purchaser under the Supply Agreement, with such purchases to Seller be included in determining Novatel’s satisfaction of the Annual Minimum (as defined in the Supply Agreement) for the first year of the term thereof, the amount by which the (A) the Final Inventory Amount exceeds (B) the Target Inventory Ceiling. Any amount so credited by Purchaser to Novatel shall be deemed an amount in U.S. dollars equal adjustment to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentPurchase Price.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth No later than one hundred twenty (30th120) calendar day days following the Closing Date, Seller the Purchaser shall prepare and deliver to Purchaser the Final Member Representative a statement (the “Preliminary Working Capital Schedule”), which sets forth the Purchaser’s calculation of (i) the Net Working Capital, (ii) the Working Capital Surplus, if any, or the Working Capital Deficit, if any, (iii) Closing Statement Date Cash, (iv) Closing Date Indebtedness, (v) the aggregate amount of the Transaction Expenses, and shall make available (iv) the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementAdjustment Amount. (b) The determination Member Representative shall have sixty (60) days following receipt of the Adjusted Payment Amount Preliminary Working Capital Schedule during which to notify the Purchaser of any dispute of any item contained in the Preliminary Working Capital Schedule, which notice shall set forth in reasonable detail the basis for such dispute. (c) If the Member Representative does not notify the Purchaser of any such dispute within such sixty (60) day period, the Preliminary Working Capital Schedule shall be deemed to be the Final Working Capital Schedule. (d) If the Member Representative notifies the Purchaser of any such dispute within such sixty (60) day period, the Purchaser and the Member Representative shall cooperate in good faith to resolve any such dispute as promptly as possible, and upon such resolution, the Final Working Capital Schedule shall be prepared in accordance with the agreement of the Purchaser and the Member Representative. (e) If the Purchaser and the Member Representative are unable to resolve any dispute regarding the Preliminary Working Capital Schedule within fifteen (15) days (or such longer period as the Purchaser and the Member Representative shall mutually agree in writing), following notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by an independent accounting or financial consulting firm of recognized national standing as mutually agreed upon by the Purchaser and the Member Representative (such firm, subject to the following proviso, the “Arbitrator”); provided, that if the Member Representative and the Purchaser cannot agree on the Arbitrator, either party may request that the American Arbitration Association (the “AAA”) choose the Arbitrator, in which case the AAA’s choice of the Arbitrator will be binding and the expenses of the AAA will be shared fifty percent (50%) by the Purchaser and fifty percent (50%) by the Member Representative. Such resolution shall be final and binding on the parties hereto Parties. The Purchaser and the Member Representative shall instruct the Arbitrator to make a final determination of Net Working Capital, the Working Capital Deficit, if any, or the Working Capital Surplus, if any, Closing Date Cash, Closing Date Indebtedness, the aggregate amount of the Transaction Expenses, and the Adjustment Amount based solely on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller items that are in writing of its disagreement with any amount included therein or omitted therefromdispute and that, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, resolving such items in dispute and in determining Net Working Capital, the Working Capital Deficit, if any, or the Working Capital Surplus, if any, Closing Date Cash, Closing Date Indebtedness, the aggregate amount of the Transaction Expenses, and the Adjustment Amount, the Arbitrator shall not assign to any item in dispute a value that is (A) greater than the greatest value for such item assigned by the Purchaser, on the one hand, or the Member Representative, on the other hand, or (B) less than the smallest value for such item assigned by the Purchaser, on the one hand, or the Member Representative, on the other hand, and the Arbitrator shall only such itemsresolve items that are in dispute. The Arbitrator shall use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. The fees, costs and expenses of the Arbitrator (1) shall be borne by the Purchaser in the proportion that the aggregate dollar amount of all such disputed items so submitted that are unsuccessfully disputed by the Purchaser (as finally determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller the Arbitrator) bears to the aggregate dollar amount of such items so submitted and Purchaser, and such determination (2) shall be final borne by the Members on a joint and bindingseveral basis in the proportion that the aggregate dollar amount of such disputed items so submitted that are successfully disputed by the Purchaser (as finally determined by the Arbitrator) bears to the aggregate dollar amount of all such items so submitted. Such accounting firm If any disputes are submitted to the Arbitrator pursuant to this Section 3.6(e), the Final Working Capital Schedule shall be instructed to resolve prepared in accordance with the disputed items within ten (10) Business Days decision of engagementthe Arbitrator and, to the extent reasonably practicable. The fees applicable, the agreement of any such accounting firm shall be divided equally between Seller the Purchaser and Purchaserthe Member Representative. (cf) On or before 12:00 noon, Eastern time, on the fifth Within five (5th5) Business Day after Days following the Adjusted Payment determination of the Final Working Capital Schedule in accordance with this Section 3.6: (i) If the Adjustment Amount shall have become final and binding or, in the case of a disputeis negative, the date Members will be obligated on a joint and several basis to pay or cause to be paid to the Purchaser by wire transfer of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser immediately available funds an aggregate amount in U.S. dollars equal to the amount absolute value of the Adjustment Amount by wire transfer of immediately available funds to an account designated by the Purchaser. The Purchaser may, at its sole discretion, claim any payment due to it from the Members under this Section 3.6(f)(i) or Section 3.6(e) either directly from the Members or from the Escrow Fund pursuant to the terms of the Escrow Agreement. Upon payment of such excessAdjustment Amount by the Members to the Purchaser, plus interest the Members shall be fully released and discharged of any obligation to the Purchaser with respect to payment of the Adjustment Amount. (ii) If the Adjustment Amount is positive, the Purchaser will pay or cause to be paid to the Member Representative, on such excess amount from behalf of the Closing Date to but excluding Members, the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Adjustment Amount, by wire transfer of immediately available funds to an account designated by the Member Representative. Upon payment of such Adjustment Amount by the Purchaser to the Member Representative, the Purchaser shall pay to Seller an amount in U.S. dollars equal be fully released and discharged of any obligation to the amount Members with respect to payment of such excess, plus interest on such excess amount from the Closing Date Adjustment Amount. (iii) Any payment made pursuant to but excluding the payment date, at the Federal Funds Rate. Any payments required by this Section 3.4 3.6(f) shall be made contemporaneously with treated as an adjustment to the foregoing paymentPurchase Price for Tax purposes to the extent permitted by applicable Law.

Adjustment of Purchase Price. (ai) On or before 12:00 noonAt the Closing, Eastern timeInConcert shall deliver to Buyer a balance sheet of the InConcert Business as of the Closing Date (the "Closing Balance Sheet"). Using the Closing Balance Sheet and the Balance Sheet (as defined in Section 2.4), on InConcert shall prepare and deliver to Buyer within two weeks ----------- after the thirtieth (30th) calendar day following Closing Date a calculation of any change in net assets of the InConcert Business from the date of Balance Sheet to the Closing Date. The Closing Balance Sheet and the calculation of any change in net assets shall be prepared using generally accepted accounting principles ("GAAP") consistently applied. If the net assets of InConcert as of the Closing Date shall not exceed the amount of liabilities reflected on the Balance Sheet by at least $600,000 (a "Shortfall"), Seller the Purchase Price shall be reduced by the amount of such Shortfall (a "Purchase Price Reduction"). (ii) If Buyer objects to InConcert's calculation of any Shortfall, then, within two weeks after the delivery to Buyer of such calculation, Buyer shall deliver to Purchaser InConcert a written notice describing in reasonable detail Buyer's objections to InConcert's calculation (an "Objection Notice"). If Buyer shall not have delivered an Objection Notice to InConcert within such two week period, or if Buyer earlier informs InConcert that it accepts InConcert's calculation of any Shortfall, then InConcert's calculation shall be binding and conclusive on Buyer. If Buyer delivers an Objection Notice to InConcert, and if Buyer and InConcert are unable to agree upon the Final Closing Statement and calculation of the Shortfall, within thirty (30) days after an Objection Notice is delivered to InConcert, the dispute shall make available the work papers, schedules and other supporting data used be finally settled by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) a mutually acceptable independent accounting firm. The determination by the independent accounting firm of the Adjusted Payment Amount Shortfall shall be final conclusive and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser hereto. Buyer and InConcert shall each bear and pay one-half of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice fees and other expenses of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserfirm. (ciii) On or before 12:00 noon, Eastern time, on the fifth Within three (5th3) Business Day business days after the Adjusted Payment Amount final determination of any Shortfall in accordance with Section 1.2(b)(ii), InConcert ------------------ shall have become final deliver to Buyer any Purchase Price Reduction by wire transfer in accordance with Buyer's instructions. (iv) If, subsequent to the Closing Date, Buyer shall collect amounts due under the Software License and binding orMaintenance and Support Agreement dated March 31, 1999 between InConcert and UUNet Tech., Inc. (the "UUNet Amount") in accordance with the case terms and conditions of a disputesuch agreement, Buyer shall remit the date lesser of the resolution of Shortfall or the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment UUNet Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (ai) On Within forty-five (45) days after the date of the Closing, Buyer shall prepare and deliver, or before 12:00 nooncause to be prepared and delivered, Eastern time, on to Seller a statement of the thirtieth (30th) calendar day following Working Capital Amount as of the Closing DateDate (the “Working Capital Statement”). The Working Capital Statement shall be prepared in accordance with the same accounting principles and methodology as the Financial Statements. (ii) Within forty-five (45) days following receipt by Seller of the Working Capital Statement, Seller shall deliver written notice to Purchaser Buyer of any dispute it has with respect to the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination preparation or content of the Adjusted Payment Amount shall Working Capital Statement. In the event that Seller does not notify Buyer of a dispute with respect to the Working Capital Statement within such forty-five (45) day period, such Working Capital Statement will be final final, conclusive and binding on the parties. In the event of such notification of a dispute, Buyer and Seller shall negotiate in good faith to resolve such dispute. If Buyer and Seller, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after Seller advises Buyer of its objections, then Buyer and Seller jointly shall engage the firm of BDO Sxxxxxx LLP, or such other public accounting firm to which the parties hereto may agree, (the “Accounting Firm”) to resolve such dispute. All determinations made by the Accounting Firm shall be final, conclusive and binding on the thirtieth (30th) calendar day after receipt by Purchaser parties. Buyer and Seller shall share equally the fees and expenses of the Final Closing StatementAccounting Firm. Following its final determination of the Working Capital Amount, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefromthe Accounting Firm shall, in which case, if the parties are unable to resolve the disputed items within ten two (102) Business Days from the date of such final determination, deliver a written notice to the Escrow Agent specifying the Working Capital Amount. (iii) For purposes of complying with the terms set forth in this Section 2(h), Buyer and the Business, on the one hand, and Seller, on the other hand, shall cooperate with and make available to the other party and its Representatives all information, records, data and working papers, and will permit access to their facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the receipt by Seller Working Capital Statement and the resolution of notice any disputes thereunder. (iv) If the Working Capital Amount as of such disagreementthe Closing Date (as finally determined pursuant to Section 2(h)(ii)) is less than the Working Capital Peg, such items in dispute (and only such items) then the Purchase Price shall be determined adjusted appropriately and the Escrow Agent shall pay to Buyer from the Escrow Account, in accordance with the terms of the Escrow Agreement, by a nationally recognized independent accounting firm selected bank wire transfer of immediately available funds to an account designated in writing by mutual agreement between Seller and PurchaserBuyer, and such determination shall be final and binding. Such accounting firm shall be instructed an amount in cash equal to resolve the disputed items Working Capital Peg minus the Working Capital Amount, within ten five (105) Business Days from the date on which the Working Capital Amount is finally determined pursuant to Section 2(h)(ii). If the amounts held in the Escrow Account at the time of engagementsuch payment are insufficient to pay to Buyer the entire amount by which the Working Capital Peg exceeds the Working Capital Amount, then, on the same day as the Escrow Agent makes its payment to Buyer, Seller shall pay an amount equal to the extent reasonably practicableshortfall to Buyer by bank wire transfer of immediately available funds to an account designated in writing by Buyer. The fees If the Working Capital Peg is less than the Working Capital Amount as of any such accounting firm the Closing Date (as finally determined pursuant to Section 2(h)(ii)), then the Purchase Price shall be divided equally between adjusted appropriately, the Escrow Agent shall pay to Seller the entire amount remaining in the Escrow Account, in accordance with the terms of the Escrow Agreement, by bank wire transfer of immediately available funds to an account designated in writing by Seller, and Purchaser. Buyer shall pay or cause to be paid, by bank wire transfer of immediately available funds to an account designated in writing by Seller, an amount in cash equal to the Working Capital Amount minus the Working Capital Peg, within five (c5) On or before 12:00 noonBusiness Days from the date on which the Working Capital Amount is finally determined pursuant to Section 2(h)(ii). If there are any amounts remaining in the Escrow Account after all payments required to be made by this Section have been made, Eastern time, on the Escrow Agent shall promptly release such amounts to the Seller no later than the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, following the date of the resolution of the dispute pursuant to Section 3.3(b)such final payment, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount all in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously accordance with the foregoing paymentEscrow Agreement.

Adjustment of Purchase Price. In the event the Common Stock is delisted from the Principal Exchange due to the Company’s failure to timely file its quarterly reports on Form 10-Q for any of the three-month periods ended March 31, 2005, June 30, 2005 or September 30, 2005 (a) On or before 12:00 noonthe “Delisting”), Eastern time, the Company hereby agrees to reset the Purchase Price Per Unit at a price equal to the Adjusted Purchase Price Per Unit. The Company agrees to issue to the Buyers on the thirtieth Adjustment Date (30thas defined below) calendar day following an additional aggregate number of Units equal to (i) the quotient arrived at by dividing (x) the Aggregate Purchase Price by (y) the Adjusted Purchase Price Per Unit (as defined below) minus (ii) the number of Units issued on the Closing Date, Seller . The additional Units issued pursuant to this Section 4.15 shall deliver be allocated among the Buyers in proportion to Purchaser the Final Closing Statement and shall make available Units issued to each Buyer at the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth Closing. The Exercise Price (as defined in the Final Closing Statement. (bWarrants) The determination of the Warrants issued pursuant to this Section 4.15 shall be equal to 150% of the Adjusted Payment Amount Purchase Price Per Unit; provided, however, that in no event shall the Exercise Price of the Warrants issued pursuant to this Section 4.15 be less than $1.58. The “Adjusted Purchase Price Per Unit” shall equal the VWAP (as defined herein) for the three (3) consecutive Trading Day period immediately following the Announcement Date; provided, however, that the Adjusted Purchase Price Per Unit shall in no event be less than $0.95. The “Adjustment Date” shall be final and binding the fourth (4th) Trading Day immediately after to the Announcement Date. “VWAP” means, with respect to any particular Trading Day or for any particular period, the volume weighted average trading price per share of Common Stock on such date or for such period on the parties hereto on Nasdaq National Market (the thirtieth (30th“Principal Exchange”) calendar day after receipt as reported by Purchaser of the Final Closing StatementBloomberg, unless Purchaser shall notify Seller in writing of its disagreement with L.P., or any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) successor performing similar functions. The “Announcement Date” shall be determined the Trading Day on which a press release is issued by the Company (or any other public disclosure is made) announcing the Delisting; provided, however, that if such press release is issued (or public disclosure is made) prior to 9:00 a.m. Eastern Time on a nationally recognized independent accounting firm selected by mutual agreement between Seller and PurchaserTrading Day, and such determination shall the “Announcement Date” will be final and binding. Such accounting firm shall deemed to be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicableprevious Trading Day. The fees of Company hereby agrees not to issue a press release (or make any such accounting firm shall be divided equally other public disclosure) announcing the Delisting between Seller 9:00 a.m. Eastern Time and Purchaser4:00 p.m. Eastern Time on any Trading Day. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, noon on the thirtieth sixtieth (30th60th) calendar day following the Closing Date (the "Adjustment Date"), Seller shall deliver to Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. The Final Closing Statement shall also set forth the amount (the "Adjusted Payment Amount") by which the aggregate amount of Deposits (including Accrued Interest) shown on the Final Closing Statement differs from the Estimated Purchase Price. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth unless within thirty (30th30) calendar day days after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify the Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized an independent accounting firm selected by mutual agreement between Seller and Purchaser; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such determination shall net amount in dispute will be final equally apportioned between Seller and bindingPurchaser. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, Noon on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding Adjustment Date or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section subsection 3.3(b)) above, if Seller shall pay to Purchaser an amount equal to the amount by which the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 3.5 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noonThe Purchase Price payable to each Seller shall be subject to adjustment, Eastern as of 11:59 p.m. (New York City time, ) on the thirtieth (30th) calendar day following the Closing Date, to reflect, in accordance with GAAP, the principle that all revenues and refunds, and all costs, expenses and liabilities, attributable to the operation of such Seller's Systems for any period prior to such time on the Closing Date are for the account of the applicable Seller, and all revenues and refunds, and all costs, expenses and liabilities (other than liabilities and obligations under contracts or other obligations of such Seller that Buyer does not assume) attributable to the operation of such Seller's Systems from and after such time on the Closing Date are for the account of Buyer. The adjustments to be made to the Purchase Price payable to each Seller pursuant to this Section 3.3(a) shall consist of the following: (i) an increase in the Purchase Price by an amount equal to the sum of: (A) all prepaid items relating to the ownership or operation of the Assets or the Systems and for which Buyer will receive a benefit after the Closing, which prepaid items shall be prorated between the applicable Seller and Buyer as of the Closing Date on the basis of the period covered by the respective prepayment, and shall be deemed to include, without limitation, all such prepaid items attributable to: real and personal property taxes and assessments levied against the Assets; real and personal property rentals; pole rentals; and power and utility charges; (B) the amount of the Accounts Receivable with respect to such Seller; and (C) solely with respect to Enstar II-2, if as of the Closing Date Buyer or an Affiliate of Buyer shall have acquired the Poplar Bluff System, the amount of the product of (I) $300 and (II) the number of Subscribers covered by the Malden Franchise as of the Closing Date; and (D) solely with respect to Enstar IV, if as of the Closing Date Buyer or an Affiliate of Buyer shall have acquired the Poplar Bluff System, the amount of the product of (I) $500 and (II) the number of Subscribers covered by the Dexter Franchise as of the Closing Date; and (ii) a decrease in the Purchase Price by an amount equal to the sum of: (A) the amount of all subscriber prepayments, credit balances and deposits held by Seller as of the Closing Date with respect to such Seller's Systems; (B) all accrued and unpaid expenses relating to the ownership or operation of such Seller's Assets and Systems, including accrued and unpaid franchise fees (which accrued and unpaid expenses shall be prorated between such Seller and Buyer as of the Closing Date on the basis of the period to which the respective expense relates, and shall be deemed to include, without limitation, accrued and unpaid expenses of the kind itemized in Section 3.3(a)(i)(A) above); (C) in the event that the Closing Date Subscriber Count (excluding Subscribers served by Illinois Systems) for any of such Seller's Systems (other than Illinois Systems) is less than the Minimum Subscriber Number for such System, the product of (I) the Subscriber Adjustment Amount with respect to such System and (II) the Subscriber Deficiency with respect to such System; (D) in the event that the Closing Date Subscriber Count for any Illinois System Group is less than the Minimum Subscriber Number for such Illinois System Group, an allocated portion of the product of (I) the Group Subscriber Deficiency and (II) the Subscriber Adjustment Amount for such Illinois System Group; which portion shall be determined by allocating said product among the Sellers within such Illinois System Group whose Closing Date Subscriber Counts are less than the respective Minimum Subscriber Numbers for such Sellers, on the basis of the proportion of each such Seller's respective Subscriber Deficiency to the sum of the Subscriber Deficiencies for all such Sellers; (E) with respect to Transferred Employees, accrued obligations for vacation and sick days, subject to Section 6.6(c); (F) any amounts by which the Purchase Price is decreased pursuant to Section 6.12(a), (b) or (c); and (G) any amounts by which the Purchase Price is decreased pursuant to Section 6.17. Sellers shall deliver to Purchaser Buyer, not less than seven (7) Business Days prior to the Final Closing Statement Date, a certificate signed by Sellers (the "Pre-Closing Certificate"), which shall specify each Seller's good faith best estimate of the adjustments to the Purchase Price payable to such Seller required under this Section 3.3(a) above, calculated as of the Closing Date and prepared consistent with GAAP. The Pre-Closing Certificate shall make available be accompanied by reasonably detailed documentation supporting the work paperscalculations set forth therein. Buyer shall have the right to challenge the content of the Pre-Closing Certificate within four (4) Business Days of delivery if Buyer believes, schedules in good faith, that it is in error. Buyer and other supporting data used the applicable Seller shall use good faith efforts to resolve any disputes with respect to the Pre-Closing Certificate(s) prior to the Closing Date. If any such dispute is not resolved prior to the Closing, the amount of the Purchase Price paid to the applicable Seller(s) at Closing shall be based on the adjustments to the Purchase Price for such Seller(s) set forth in the Pre-Closing Certificate. (b) Within 120 days after the Closing Date, Buyer shall deliver to Sellers a certificate signed by Buyer (the "Post-Closing Certificate"), which shall set forth Buyer's final adjustments to the Purchase Price payable to each Seller to calculate be made as of the Closing Date pursuant to Section 3.3(a) above and prepare Section 6.17, together with such documentation as may be necessary to support Buyer's determination thereof; and, thereafter, Buyer shall provide each Seller with such other documentation relating to the Final Post-Closing Statement Certificate as such Seller may reasonably request. If a Seller wishes to enable Purchaser dispute the final adjustments to verify the Purchase Price to be made as of the Closing Date pursuant to Section 3.3(a) above, as reflected in the Post-Closing Certificate, such Seller shall, within thirty (30) days after its receipt of the Post-Closing Certificate, serve Buyer with a written description of the disputed items together with such documentation as Buyer may reasonably request. If any Seller notifies Buyer of its acceptance of the amounts set forth in the Final Post-Closing Statement. Certificate, or if a Seller fails to deliver its report of any proposed adjustments within the thirty (b) The determination of 30)-day period specified in the Adjusted Payment Amount preceding sentence, the amounts set forth in the Post-Closing Certificate for such Seller shall be conclusive, final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser Buyer and such Seller as of the Final Closing Statementlast day of such thirty (30)-day period. If Buyer and any Seller cannot resolve any dispute within thirty (30) days after Buyer's receipt of such Seller's written objection, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefromBuyer and such Seller, in which caseshall, if within the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice days following expiration of such disagreementthirty (30)-day period, appoint KPMG or such items in dispute (and only other independent public accounting firm of national reputation as is agreed upon by the parties to resolve the dispute, provided such items) firm is not the auditor for either Buyer or the applicable Seller. The cost of retaining such firm shall be determined borne one-half by a nationally recognized independent accounting Buyer and one-half by such Seller. Such firm selected by mutual agreement between Seller shall report its determination in writing to Buyer and Purchaserthe applicable Seller, and such determination shall be final conclusive and binding. Such accounting firm shall be instructed to resolve binding on Buyer and the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between applicable Seller and Purchasershall not be subject to further dispute or review. (c) On If, as a result of any resolution reached by Buyer and any Seller, or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding orany determination made by an accounting firm, in the either case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if Buyer is finally determined to owe any amount to any Seller, or any Seller is finally determined to owe any amount to Buyer, the Adjusted Payment Amount exceeds obligor shall pay such amount to the Estimated Payment Amountother party hereto within three (3) Business Days of such determination. Notwithstanding the foregoing, Buyer shall pay to the applicable Seller or such Seller shall pay to Purchaser an amount in U.S. dollars equal to Buyer, as the case may be, the amount due such other party with respect to any item that is not in dispute within three (3) Business Days of the date on which a dispute no longer exists in immediately available funds to an account or accounts specified in writing by the obligee. Sellers acknowledge and agree that any amount determined to be payable to Buyer by any Seller pursuant to Section 3.3(b) shall be paid by such excess, plus interest on such excess amount Seller and shall not be limited by nor disbursed from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentIndemnity Fund.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day As soon as practicable following the Closing Date, Seller and in any event within sixty (60) days of the Closing Date, the Purchaser shall prepare and deliver to Vendor the Statement of Adjustments together with a certificate executed by the Purchaser certifying that the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth information contained in the Final Statement of Adjustments is true and complete and fairly reflects the information contained in the accounting records of Mexgold (on a consolidated basis) as of the Closing StatementDate. The Vendor shall have twenty (20) days following receipt of any Statement of Adjustments to complete a review of such Statement of Adjustments. If the Vendor disputes the accuracy of all or any part of the Statement of Adjustments, or any of them, it shall deliver, within a further period of ten (10) days following completion of such review of the Statement of Adjustments by the Vendor, notice of such dispute to the Purchaser, which notice shall include a reasonably detailed explanation of the dispute. If the Vendor does not dispute the accuracy of all or any part of the Statement of Adjustments, the Statement of Adjustments will be binding and conclusive on the Parties and be used in calculating the Adjustment Amount. (b) The determination In the event of a dispute in respect of the Adjusted Payment Amount Statement of Adjustments, the Chief Financial Officer of each of the Vendor and the Purchaser shall negotiate in good faith to resolve such dispute. In the event that the Chief Financial Officers are unable to resolve the dispute within ten (10) days, they shall promptly submit such dispute to a mutually agreed upon and nationally recognized independent accounting firm which does not audit the financial statements of, or provide tax, consulting or other services to, either the Purchaser or the Vendor or any of their Affiliates. If the Vendor and the Purchaser cannot agree to the selection of an accounting firm within a further period of five (5) days, the Vendor’s and the Purchaser’s existing auditors shall mutually select an independent accounting firm (in each case as so selected, the “Auditor”). The Auditor shall be instructed to deliver as soon as practicable, and in any event within thirty (30) days, a decision in writing in respect of such dispute or disagreement on the basis of the information provided to it. The Auditor’s decision in respect of such dispute shall be final and binding on the parties hereto on Parties hereto, without any right of appeal, and shall deal with the thirtieth issue of costs of resolving such dispute and all matters related thereto. The Purchaser and Vendor will each bear fifty percent (30th50%) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days fees and costs of the receipt by Seller of notice of such disagreement, such items Auditor incurred in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserconnection with its decision. (c) On or before 12:00 noon, Eastern time, on If the fifth Statement of Adjustments shows a Working Capital that is greater than nil (5thpositive) the Purchase Price shall be adjusted upward by the amount by which the Working Capital exceeds nil. If the Statement of Adjustments shows a Working Capital that is less than nil (negative) the Purchase Price shall be adjusted downward by the amount by which the Working Capital exceeds nil. (d) If the Statement of Adjustments shows a Working Capital that is greater than nil (positive) the Purchaser shall within two (2) Business Day after Days following the Adjusted Payment Amount shall have become final and binding orlater of: (i) completion of the review by the Vendor or its representatives of the Adjustment Statements in accordance with section 2.4(a) above, or (ii) the resolution, in the case accordance with section 2.4(b) above, of a dispute, the date any dispute that may arise in respect of the resolution of Adjustment Statements (the dispute pursuant to Section 3.3(b“Adjustment Date”), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser the Vendor, as an adjustment to the Purchase Price, an amount in U.S. dollars equal to the amount by which the Working Capital is greater than nil. (e) If the Statement of such excessAdjustments shows a Working Capital that is less than nil (negative) the Vendor shall within two (2) Business Days following the Adjustment Date, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller the Purchaser, as an adjustment to the Purchase Price, an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from (expressed as a positive number) by which the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentWorking Capital is less than nil.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Within four (30th4) calendar day following days prior to the Closing Date, Seller the Companies' auditors shall deliver to Purchaser perform a physical inventory (the Final "PRE-CLOSING INVENTORY") of the Inventory of the Companies (which physical inventory shall be observed and reviewed by AMI's auditors). The Pre-Closing Statement Inventory shall be adjusted for any transactions by the Companies between the date of the Pre-Closing Inventory and the Closing Date and shall make available the work papers, schedules and other supporting data be used by Seller Buyer and the Companies to calculate jointly prepare a statement calculating the Valuation Date Amount. The Pre-Closing Inventory and prepare all adjustments through the Final Closing Statement Date shall be valued using the "First In, First Out" valuation method. The cost of such inventory shall be based on the cost to enable Purchaser to verify each of the amounts set forth in the Final Closing StatementCompanies as reflected on its books and records. (b) The determination of the Adjusted Payment Amount Purchase Price shall be final and binding on increased or decreased (the parties hereto on the thirtieth (30th"PURCHASE PRICE ADJUSTMENT") calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, as follows if the parties are unable to resolve Valuation Date Amount and the disputed items within ten (10) Business Days of the receipt August 31 Valuation Amount differ by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser.more than $100,000: (ci) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Valuation Date Amount exceeds the Estimated Payment AmountAugust 31 Valuation Amount by more than $100,000, Seller then the Stock Portion of the Purchase Price shall pay to Purchaser an amount in U.S. dollars equal to be increased by the full amount of such excess, plus interest on excess by increasing the Common Stock comprising the Stock Portion by that number of shares of Common Stock derived by dividing (a) the full amount of such excess amount from by (b) $22, which additional Shares of Common Stock shall be subject to the Closing Date restrictions and entitled to but excluding the payment dateregistration and other rights set forth in the Registration Rights Agreement, at and bear the Federal Funds Rate legend set forth in Section 10.2; or, (ii) if the Estimated Payment August 31 Valuation Amount exceeds the Adjusted Payment AmountValuation Date Amount by more than $100,000, Purchaser then the Cash Portion of the Purchase Price shall pay to Seller an amount in U.S. dollars equal to be decreased by the full amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentthis difference.

Adjustment of Purchase Price. (a) On or before 12:00 noonAs soon as practicable, Eastern time, on the thirtieth (30th) but in no event later than 45 calendar day following days after the Closing Date, Seller shall deliver prepare, or cause to Purchaser be prepared, and submit to Buyer an unaudited statement of the Final Business Assets, including a reasonably detailed statement of the GC Inventory and a breakdown of the dollar value of such GC Inventory located at each of Seller’s locations maintained in connection with the Business based on the inventory taking described below in this Section 3.03(a), the Assumed Obligations, including any Closing Date Debt, Accounts Receivable and the Working Capital, in each case, as of the Effective Time (the “Closing Statement”). On the Closing Date, or the next Business Day thereafter, at Seller’s expense, Seller will perform a detailed, physical taking of inventory in connection with preparing the Closing Statement, and Buyer and its representatives will be entitled to observe such physical taking of inventory. The Closing Statement will be prepared from the books and shall make available the work papers, schedules and other supporting data used records kept by Seller in connection with the Business prior to calculate Closing and prepare in accordance with Methods and Methodologies, and will fairly present, in accordance with the Final Methods and Methodologies, the Business Assets, the Assumed Obligations, including any Closing Statement to enable Purchaser to verify Date Debt, and Working Capital, in each case, as of the amounts set forth in the Final Closing StatementEffective Time. (b) The determination Buyer will in good faith cooperate in responding to questions and requests for information submitted by Seller and its representatives (including its outside accountants) in connection with the preparation of the Adjusted Payment Amount shall Closing Statement, and will, with reasonable prior notice, provide Seller and its representatives with access to (i) all books and records of Buyer and its Affiliates to the extent related to the Business or the calculation of Working Capital or the Closing Date Debt, (ii) the locations of the GC Inventory in connection with any physical taking of inventory referred to above and (iii) all Buyer personnel with whom Seller deems it necessary to consult. (c) Within 30 calendar days after the receipt of the Closing Statement, Buyer will deliver Buyer’s written objections (if any) (“Dispute Notice”) regarding the Closing Statement to Seller. Such Dispute Notice will set forth in reasonable detail the basis of Buyer’s objections to the Closing Statement. Any item to which no dispute is raised in the Dispute Notice will be final, conclusive and binding on the Parties. Buyer and its representatives will be permitted to review the working papers of Seller relating to the Closing Statement and will have such access to Seller’s representatives as may be reasonably necessary to permit Buyer and its representatives to review in detail the manner in which the Closing Statement was prepared. Seller will, or Seller will cause its representatives to, in good faith cooperate with Buyer and its representatives in facilitating such review. If Buyer fails to deliver a Dispute Notice within the 30 calendar day period provided above in this Section 3.03(c), the Closing Statement will be considered final and binding on the parties hereto on Parties. Buyer and Seller will use their reasonable efforts to resolve any disputes concerning the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing StatementStatement that are specified in any Dispute Notice, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, and if the parties they are unable to resolve the disputed items any such disputes within ten (10) 10 Business Days of after the receipt by Seller of notice of such disagreementDispute Notice, such items Buyer and Seller will submit, as soon as practicable, the Closing Statement, the Dispute Notice and the question or questions in dispute to a mutually acceptable firm of independent public accountants of recognized standing (the “Independent Accountants”) for resolution. In the event that Buyer and only such items) shall be determined by Seller are unable to agree on a nationally firm of independent public accountants of recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items standing within ten (10) 3 Business Days of engagement, to the extent reasonably practicable. The fees of any following such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) 10th Business Day after the Adjusted Payment Amount receipt of the Dispute Notice, the independent public accountants for each of Buyer and Seller shall have become final confer and select a third mutually acceptable firm of independent public accountants of recognized standing within 3 Business Days, which firm shall serve as the Independent Accountants. The Independent Accountants will review only those items and amounts specifically submitted by Buyer and Seller to the Independent Accountants pursuant to this Section 3.03(c) and will resolve the unresolved disputes by adopting a position that is either equal to Buyer’s proposed position, Seller’s proposed position or between the positions proposed by Buyer and Seller. The determination of the Independent Accountants of the amounts in dispute shall be based solely upon presentations by Buyer and Seller, and shall not involve the Independent Accountants’ independent review. The Independent Accountants’ determination will be (i) in writing, (ii) made in accordance with this Section 3.03(c) and (iii) final, conclusive and binding oron the Parties. Nothing herein will be construed to authorize or permit the Independent Accountants to determine any question or matter whatsoever under or in connection with this Agreement, except as set forth in the case immediately preceding sentence. The fees and expenses of a disputethe Independent Accountants with respect to any dispute submitted to the Independent Accountants pursuant to this Section 3.03(c) will be borne one-half by each of Buyer and Seller. (d) If and to the extent that the Final Working Capital exceeds 105% of the Target Working Capital, then, subject to Sections 3.03(f) and 3.03(g), the date Base Purchase Price will be increased by, and Buyer will pay to Seller, the entire amount by which (i) the Final Working Capital exceeds (ii) 105% of the resolution Target Working Capital. (e) If and to the extent that the Final Working Capital is less than 95% of the dispute Target Working Capital, then, subject to Sections 3.03(f) and 3.03(g), the Base Purchase Price will be reduced by, and Seller will pay to Buyer, the entire amount by which (i) 95% of the Target Working Capital exceeds (ii) the Final Working Capital. (f) The Base Purchase Price, as the same may be adjusted pursuant to Section 3.3(b3.03(d) or 3.03(e), will be reduced by, and Seller will pay to Buyer, the entire amount of the Closing Date Debt, if any, less the aggregate amount of any such Closing Date Debt paid at Closing to the Debt Holders pursuant to Section 3.02(b)(i) by Buyer on behalf of Seller and for its account. (g) Any payment required to be made by Buyer pursuant to Section 3.03(d) or by Seller pursuant to Section 3.03(e) or 3.03(f) will be made within five Business Days after the Final Closing Statement has been determined; provided, however, that if the Adjusted Payment Amount aggregate amount that would otherwise have been payable by one Party pursuant to Section 3.03(d)-(f) exceeds the Estimated Payment Amountaggregate amount that would otherwise have been payable by the other Party pursuant to Section 3.03(d)-(f), Seller shall each Party’s obligation to make payment of any such amount will be automatically satisfied, discharged and replaced by an obligation upon the Party by which the larger aggregate amount would have been payable to pay to Purchaser an the other Party the excess of the larger aggregate amount over the smaller aggregate amount. (h) All payments referred to in U.S. dollars equal Section 3.03(g) will be by wire transfer of such payment in immediately available funds to be credited to the account of Seller or Buyer as may be designated in writing by Seller or Buyer, as applicable. The amount of such excess, plus any payment to be made by any Party pursuant to Section 3.03(g) will bear interest on such excess amount from and including the Closing Date to but excluding the date of payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars a rate per annum equal to the amount of such excessPrime Rate as published in The Wall Street Journal, plus interest on such excess amount in effect from time to time during the period from the Closing Date to but excluding the date of payment. Such interest will be payable at the same time as the payment date, at to which it relates and will be calculated daily on the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with basis of a year of 365 days and the foregoing paymentactual number of days elapsed.

Adjustment of Purchase Price. The Purchase Price shall be adjusted and Parent shall pay to Buyer on a dollar-for-dollar basis to the extent the Buyer is unable to collect the value of Accounts Receivable (anet of any reserves therefor on Parent’s consolidated balance sheet as of May 31, 2008 or any additional reserves accrued up to the Closing Date in accordance with Parent’s general policy for accounts receivable reserves and in a manner consistent with prior practice (or as otherwise disclosed on Schedule 3.3)) within 180 days after the Closing Date. On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar 181st day following the Closing Date, Buyer agrees to transfer any uncollected Accounts Receivable to Parent, and Parent agrees to pay to Buyer the full amount of any uncollected Accounts Receivable (net of any reserves therefor on Parent’s consolidated balance sheet as of May 31, 2008 or any additional reserves accrued up to the Closing Date in accordance with Parent’s general policy for accounts receivable reserves and in a manner consistent with prior practice (or as otherwise disclosed on Schedule 3.3)) in immediately available United States Dollars by wire transfer to a bank account designated by Buyer. In calculating the aggregate amount of uncollected Accounts Receivable, the following protocol shall apply: (i) payments referencing an invoice shall be credited against such invoice, (ii) payments that do not reference, but that are in the exact amount of an invoice (or the undisputed portion of an invoice) shall be credited to such invoice, and (iii) all other payments shall be credited to the oldest undisputed invoice. Buyer shall use its commercially reasonable best efforts to collect all Account Receivables. Uncollected Accounts Receivable and reserves therefor shall be determined based upon the aggregate amounts thereof that would be included on Parent’s consolidated balance sheet as of the Closing Date, rather than on a Seller-by-Seller basis. Buyer shall deliver to Purchaser the Final Closing Statement preserve and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth Sellers (in the Final Closing Statement. (bevent of any claim for payment by Buyer under this Section 3.3) The determination of the Adjusted Payment Amount shall be final all books and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, records relating to the extent reasonably practicable. The fees of Accounts Receivable and any such accounting firm shall be divided equally between Seller and Purchaserreserves therefor. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally apportioned between Seller and PurchaserPurchaser in the same proportion that the aggregate dollar amount of the items unsuccessfully disputed or defended, as the case may be, by each (as finally determined by the independent accounting firm) bears to the total amount of the disputed items. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth forty-sixth (30th46th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement Statement, and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth twenty-fifth (30th25th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern timeAll income and expenses (including prepaid expenses) of the Property shall be prorated on a daily basis between Seller and Buyer as of 11:59 p.m., on the thirtieth date (30ththe “Proration Date”) calendar day following immediately preceding the Closing DateClosing. Such items to be prorated shall include, without limitation: (i) Payments under Assumed Obligations, if any; (ii) The amount of the Accrued Employee Benefits; (iii) Utility charges, if any, based on utility charges for the month immediately preceding the Closing; and (iv) Real property taxes. Buyer and Seller shall deliver prepare a proposed schedule (the “Proration Schedule”) prior to Purchaser Closing, that shall include the Final Closing Statement items listed above and shall make available any other applicable income and expenses with regard to the work papers, schedules Property. Seller and other supporting data used by Seller Buyer will use all reasonable efforts to calculate finalize and prepare agree upon the Final Closing Statement Proration Schedule at least two (2) business days prior to enable Purchaser to verify the amounts set forth in the Final Closing StatementClosing. (b) The determination of the Adjusted Payment Amount Any escrow accounts held by any utility companies, and any cash deposits made by Seller or Seller’s Affiliates prior to Closing to secure obligations under Assumed Obligations shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify either paid to Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which caseor, if the parties are unable assigned to resolve the disputed items within ten (10) Business Days of the receipt by Buyer, Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by receive a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of credit at Closing for any such accounting firm shall be divided equally between Seller and Purchaserdeposits. (c) On With respect to any amounts held by Seller in a resident escrow or before 12:00 noontrust account under any Property Agreement, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amountat or promptly following Closing, Seller shall pay to Purchaser an amount in U.S. dollars equal return the same to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal depositor thereof (to the amount extent the amounts held in any such accounts have not been applied against amounts owing by the depositor thereof in accordance with the terms of the applicable Property Agreement). (d) Seller shall receive all income from and shall be responsible for all expenses of the Property attributable to the period prior to the Proration Date, unless otherwise provided for in this Agreement. In the event Buyer receives any payment from a tenant for rent due for any period prior to the Proration Date or payment of any other receivable of Seller, Buyer shall forward such excesspayment to Seller. (e) Buyer shall receive all income from and shall be responsible for all expenses of the Property attributable to the period from and after the Proration Date, plus interest on unless otherwise provided for in this Agreement. In the event Seller or Seller’s Affiliates receive any payment from a tenant for rent due for any period from and after the Proration Date, Seller shall forward such excess amount from the payment to Buyer. (f) The parties agree that any amounts that may become due under this Section 2.4 shall be paid at Closing Date to but excluding the payment date, at the Federal Funds Rateas can best be determined. Any payments required by Section 3.4 A post-Closing reconciliation of pro-rated items shall be made contemporaneously by the Buyer and Seller within ninety (90) days after Closing and any amounts due at that time shall be promptly forwarded to the respective party in a lump sum payment. Any additional amounts which may become due after such determination shall be forwarded at the time they are received. Any amounts due under this Section 2.4 which cannot be determined within ninety (90) days after Closing shall be reconciled as soon thereafter as such amounts can be determined. Buyer and Seller agree that each shall have the right to audit the records of the other for up to one (1) year following Closing in connection with any such post-Closing reconciliation. (g) Buyer shall receive a credit towards the foregoing paymentPurchase Price for any obligations as otherwise expressly agreed by the Buyer and Seller. (h) This Section 2.4 shall survive the Closing for one (1) year.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following Within 45 days after the Closing Date, representatives of Buyer shall prepare and deliver to Sellers a draft Closing Balance Sheet as of the Closing Date, prepared in a manner consistent with the October Balance Sheet except: (i) that there shall be no reserves recorded for Accounts, (ii) with respect to Inventory, representatives of Buyer and Sellers will jointly determine the value thereof at the lower of cost or market and the portion thereof which is not good and useable by the Business or obsolete, and Inventory, as reflected on the Closing Balance Sheet, shall be reduced by the amounts of such Inventory which is not good and useable by the Business or obsolete and (iii) there shall be no depreciation taken for the period commencing on October 31, 1998 and ending on the Closing Date. If either Seller shall have any objections to such draft balance sheet, it will deliver a detailed statement describing its objections to Purchaser the Final Closing Statement other party within 15 days after receipt thereof. Buyer and Sellers will use their reasonable best efforts to resolve any such objections. If a final resolution is not obtained within 10 days after Buyer has received the statement of objections, Buyer and Sellers will select an accounting firm mutually acceptable to them to resolve any remaining objections. If Buyer and Sellers are unable to agree on the choice of an accounting firm, they will select a "Big 5" firm by lot after excluding Xxxxxx Xxxxxxxx, LLP. The accounting firm shall make available resolve the work papersunresolved objections as promptly as reasonably practicable and deliver written notice to each of Buyer and Sellers setting forth its resolution of the disputed matters. In addition, schedules if Buyer and other supporting data used by Seller to calculate and prepare Sellers have a dispute over the Final Closing Statement to enable Purchaser to verify determination of Inventory the amounts set forth in the Final Closing Statementaccounting firm will resolve such dispute. (b) The determination Buyer will revise the draft Closing Balance Sheet, as appropriate, to reflect the resolution of the Adjusted Payment Amount shall be final and binding on all objections (as agreed upon by the parties hereto on or directed by such accounting firm) and deliver the thirtieth (30th) calendar day revised balance sheet to Sellers within 5 days after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice resolution of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and bindingobjections. Such accounting firm revised balance sheet shall be instructed to resolve constitute the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser"Final Balance Sheet." (c) On The Initial Purchase Price is subject to adjustment, upward or before 12:00 noondownward on a dollar for dollar basis, Eastern time, based upon the change in the net book value between the October Balance Sheet and the Final Balance Sheet. "Net book value" shall be measured by the difference between the Purchased Assets and Assumed Liabilities as reflected on the fifth (5th) Business Day after applicable balance sheet. If the Adjusted Payment Amount "net book value" reflected on the Final Balance Sheet is greater than the "net book value" reflected on the October Balance Sheet, Buyer shall have become final and binding or, pay Sellers in cash the case of a dispute, the date amount of the resolution of difference. If the dispute pursuant to Section 3.3(b), if "net book value" reflected on the Adjusted Payment Amount exceeds Final Balance Sheet is less than the Estimated Payment Amount"net book value" reflected on the October Balance Sheet, Seller shall pay Buyer in cash the amount of the difference. Any payment required by this subsection shall be made within five days after the Final Balance Sheet is finally determined. The Closing Balance Sheet is to Purchaser reflect (i) prepaid property taxes as an amount in U.S. dollars equal asset and (ii) accrued property taxes payable by the person who is the owner of the property after the Closing Date as a liability. The parties agree that all property taxes (including, without limitation, property taxes payable by the tenant or lessee under any lease) will be pro-rated as of the Closing Date and that, notwithstanding any other provision of this Agreement, the economic burden of any property tax will be borne by Sellers for all periods (or portions thereof) through the Closing Date ("Pre-Closing Period") and by Buyer for all periods (or portions thereof) after the Closing Date ("Post-Closing Period"). Accordingly, notwithstanding any other provision of this Agreement, (i) if either Seller pays a property tax with respect to a Post-Closing Period, Buyer will reimburse such Seller upon demand for the amount of such excessproperty tax to the extent it is not reflected as an asset on the Final Balance Sheet; and (ii) if Buyer pays a property tax with respect to a Pre-Closing Period, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to appropriate Seller an amount in U.S. dollars equal to will reimburse Buyer upon demand for the amount of such excessproperty tax to the extent it is not reflected as a liability on the Final Balance Sheet. (d) If any unresolved objections are submitted to an accounting firm for resolution as provided above, plus interest on Buyer and Sellers will share equally the fees and expenses of such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentaccounting firm.

Adjustment of Purchase Price. (ai) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following If the Closing DateNet Worth, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papersas finally determined in accordance with this Section 2.4, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds is greater than the Estimated Payment AmountNet Worth, Seller then Buyer shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excessdifference to Sellers by means of a wire transfer of immediately available funds to Sellers' Account, plus interest on such excess amount and if less than the Estimated Net Worth, (A) the Escrow Agent from the Closing Date to but excluding escrowed portion of the payment datePurchase Price, at the Federal Funds Rate or, or (B) if the Estimated Payment Amount exceeds balance held by Escrow is insufficient, by Sellers, in accordance with the Adjusted Payment Amountallocations set forth on Annex A, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excessdifference to Buyer by means of a wire transfer of immediately available funds to an account designated by Buyer. The Final Post-Closing Adjustment, plus interest on such excess amount if any, shall be due and payable pursuant to this clause (f) no later than ten days after the Preliminary Closing Balance Sheet and the Preliminary Post-Closing Adjustment become the Final Closing Balance Sheet and the Final Post-Closing Adjustment, respectively, pursuant to clause (e) of this Section 2.4. (ii) If the calculation of Pre-Closing Taxes as determined in accordance with the procedures set forth in clause (d) of this Section 2.4 shows that Pre-Closing Taxes are payable to the Tax authorities, then (A) the Escrow Agent from the escrowed portion of the Purchase Price, or (B) if the balance held by Escrow is insufficient, Sellers shall pay such amount of Pre-Closing Date Taxes to but excluding Buyer by means of a wire transfer of immediately available funds to an account designated by Buyer. If the payment datecalculation of Pre-Closing Taxes as determined in accordance with the procedures set forth in clause (d) of this Section 2.4 shows that the Company is entitled to a tax refund in the amount of the Pre-Closing Taxes, at then Buyer shall pay the Federal Funds Rateamount of such Pre-Closing Taxes to Sellers by means of a wire transfer of immediately available funds to Sellers' Account. Any payments required by Section 3.4 Pre-Closing Taxes, if any, shall be made contemporaneously with due and payable pursuant to this clause (f)(ii) no later than ten days after the foregoing paymentcalculation of Pre-Closing Taxes is finalized and agreed to pursuant to clause (d) of this Section 2.4. The adjustment provided in this subsection 2.4(f)(ii) shall only apply to the extent such adjustments are not otherwise taken into account in subsection 2.4(f)(i).

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day Within 90 days following the Closing Date, Seller the Purchaser shall prepare and deliver to the Seller the Working Capital Schedule and its calculation of the Working Capital Deficit (and related Seller Working Capital Payment) or Working Capital Surplus (and related Purchaser Working Capital Payment), if any, based thereon, together with such working papers used in connection with the Final Closing Statement preparation thereof. The Working Capital Schedule shall be prepared in accordance with the bases and shall make available policies that are set forth, and in the work papersorder shown, schedules below: (i) The bases, policies and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts adjustments set forth in the Final Closing StatementReference Calculations; (ii) To the extent not covered by 3.4(a)(i), above, the policies adopted in the preparation of the Financial Statements; (iii) To the extent not covered by 3.4(a)(i) or (ii) above, policies in accordance with Seller’s past practices; and (iv) To the extent not covered by 3.4(a)(i), (ii) or (iii) above, GAAP. (b) The Seller shall have 15 days following receipt of the Working Capital Schedule delivered pursuant to Section 3.4(a) during which to notify the Purchaser of any dispute of any item contained therein, which notice shall set forth in detail the basis for such dispute. The Purchaser and the Seller shall cooperate in good faith to resolve any such dispute as promptly as possible, and upon such resolution, the Working Capital Schedule shall be prepared in accordance with the agreement of the Purchaser and the Seller. In the event the Seller does not notify the Purchaser of any such dispute within such fifteen day period or notifies the Purchaser within such period that it does not dispute any item contained therein, the Working Capital Schedule delivered pursuant to Section 3.4(a) and the Purchaser’s calculation of the Working Capital Deficit (and the related Seller Working Capital Payment) or Working Capital Surplus (and the related Purchaser Working Capital Payment), if any, shall be final and binding upon the Parties. (c) In the event the Purchaser and the Seller are unable to resolve any dispute regarding the Working Capital Schedule delivered pursuant to Section 3.4(a) within 15 days following the Purchaser’s receipt of notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, a nationally recognized accounting firm selected by the Purchaser and the Seller (the “Accounting Referee”). In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in the Working Capital Schedule as to which the Seller has disagreed and shall apply the same accounting bases and policies and order of priority as in Section 3.4(a). The Accounting Referee’s determination of the Adjusted Payment Amount Working Capital Schedule and the Working Capital Deficit (and related Seller Working Capital Payment) or Working Capital Surplus (and related Purchaser Working Capital Payment), if any, based thereon shall be final and binding on the parties hereto Parties. The Accounting Referee shall use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. The expenses of the Accounting Referee shall be shared equally by the Seller on the thirtieth one hand and the Purchaser on the other hand. (30thd) calendar day after receipt by The Purchaser and Seller agree that the dispute resolution provisions set forth in this Section 3.4 are the sole and exclusive remedy for disputes related to the working capital adjustment or Final Working Capital Schedule. (e) As of the Messaging Subsidiary Closing, the Final Closing StatementWorking Capital Schedule will be amended by the Purchaser to reflect the Net Working Capital of the Messaging Subsidiaries as of the Messaging Subsidiary Closing. Within thirty (30) days following the Messaging Subsidiary Closing, unless Purchaser shall notify deliver such amended Final Working Capital Schedule to Seller. The Parties thereafter agree to comply with the provisions of this Section 3.4 and Sections 3.3(b) and (c) (including the provisions regarding deadlines for response, as if such amended Final Working Capital Schedule is the Working Capital Schedule) to determine whether an additional Seller Working Capital Payment or an additional Purchaser Working Capital Payment shall be required and to make such payment as a result of a change in writing any Working Capital Deficit or Working Capital Surplus, respectively; provided, however, that any changes in Net Working Capital resulting from Messaging Business Services provided to the Purchaser by any of its disagreement with the Messaging Subsidiaries shall be excluded from the Final Working Capital Schedule solely in determining whether an additional Seller Working Capital Payment or an additional Purchaser Working Capital Payment is required pursuant to this paragraph; and provided, further, that the Parties agree that if any amount included therein or omitted therefromcash of any Messaging Subsidiary is assumed by the Purchaser at the Messaging Subsidiary Closing, in which caseaddition to any other amounts due, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreementas an additional Purchaser Working Capital Payment, such items in dispute (and but only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, cash was excluded from Net Working Capital in the case of a disputeFinal Working Capital Schedule, the date of the resolution of the dispute pursuant to as amended by this Section 3.3(b3.4(e), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, noon Pittsburgh time on the thirtieth (30th) calendar day following the Closing Date (the “Adjustment Date”), Seller shall deliver to the Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, noon Pittsburgh time on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b)) above, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following Within 70 days after the Closing Date, Seller the Buyer shall deliver to Purchaser the Final Seller for its review (i) an unaudited balance sheet of the Business, dated as of the Closing Statement Date (the “Closing Balance Sheet”), and (ii) a schedule showing its calculation of the Working Capital as of the Closing Date (the “Closing Working Capital”), each prepared in good faith in a manner consistent with the preparation of the Balance Sheet and the Estimated Closing Balance Sheet and in accordance with the Specified Accounting Policies and the example of how the Closing Working Capital shall be determined set forth on Schedule 2.8(a) of the Disclosure Schedules. The Seller shall cause its employees and Representatives to assist the Buyer and its Representatives in the preparation of the Closing Balance Sheet and calculation of the Closing Working Capital and shall make available provide the work papersBuyer and its Representatives reasonable access, schedules during normal business hours and other supporting data used by upon reasonable prior notice, to the personnel, properties, books and records of the Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statementfor such purpose. (b) The determination Seller shall have a period of 20 days (the “Seller Review Period”) following the Buyer’s delivery of the Adjusted Payment Amount Closing Balance Sheet and the schedule showing the calculation of Closing Working Capital to review such Closing Balance Sheet and calculation of Closing Working Capital. During the Seller Review Period, the Buyer shall provide the Seller and its Representatives with reasonable access during normal business hours and upon reasonable prior notice to the appropriate personnel of the Buyer to the working papers of the Buyer and its Representatives relating to the Closing Balance Sheet and calculation of the Closing Working Capital, and the Buyer shall cooperate with the Seller and its Representatives to provide them with any other information used in preparing the Closing Balance Sheet and calculation of the Closing Working Capital reasonably requested by the Seller and its Representatives. If (i) at any time during the Seller Review Period the Seller delivers written notice to the Buyer of its acceptance of the Buyer’s calculation of the Closing Working Capital or (ii) prior to the expiration of the Seller Review Period the Seller does not deliver to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any disputed item, then the Buyer’s calculation of the Closing Working Capital shall be final and binding and shall be the “Final Closing Working Capital” for purposes of this Agreement. To the extent the Seller delivers a timely Notice of Disagreement in accordance with this Agreement, the Seller shall be deemed to have agreed with all items and amounts in the Closing Balance Sheet and calculation of the Closing Working Capital not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.8(b). Any Notice of Disagreement may reference only disagreements based on (i) mathematical errors or based on amounts reflected on the Closing Balance Sheet or (ii) the Closing Balance Sheet or the calculation of the Closing Working Capital not being prepared in accordance with this Section 2.8. (c) During the 20 day period following timely delivery of a Notice of Disagreement by the Seller to the Buyer, the parties hereto in good faith shall seek to resolve in writing any differences that they may have with respect to the matters specified therein. During such 20 day period, the Seller shall provide the Buyer and its Representatives with reasonable access during normal business hours and upon reasonable prior notice to the appropriate personnel of the Buyer to the working papers of the Seller and its Representatives relating to such Notice of Disagreement, and the Seller and its Representatives shall cooperate with the Buyer and its Representatives to provide them with any other information used in preparation of such Notice of Disagreement reasonably requested by the Buyer or its Representatives. Any disputed items resolved in writing between the Seller and the Buyer within such 20 day period shall be final and binding with respect to such items, and if the Seller and the Buyer agree in writing on the thirtieth (30th) calendar day after receipt resolution of each disputed item specified by Purchaser the Seller in the Notice of Disagreement and the amount of the Closing Working Capital, the amount so determined shall be final, binding and shall be the “Final Closing StatementWorking Capital” for purposes of this Agreement. If the Seller and the Buyer have not resolved all such differences by the end of such 20 day period, unless Purchaser the Seller and the Buyer shall notify Seller submit, in writing, to Deloitte LLP or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by the Buyer and the Seller (the “Independent Accounting Firm”), their briefs detailing their views as to the nature and amount of its disagreement with any each item remaining in dispute and the amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and PurchaserClosing Working Capital, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Closing Working Capital, which determination shall be final and binding. Such accounting firm binding and shall be instructed the “Final Closing Working Capital” for purposes of this Agreement. The Independent Accounting Firm shall be (i) engaged by the Buyer and the Seller on a joint basis and (ii) authorized to resolve only those items remaining in dispute between the disputed items parties in accordance with the provisions of this Section 2.8 within ten the range of the difference between the Buyer’s position with respect thereto and the Seller’s position with respect thereto. The determination of the Independent Accounting Firm shall be accompanied by a certificate of the Independent Accounting Firm that it reached such determination in accordance with the provisions of this Section 2.8. The Seller and the Buyer shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within 30 days following the submission thereof. Judgment may be entered upon the written determination of the Independent Accounting Firm in any court referred to in Section 10.8. The costs of any dispute resolution pursuant to this Section 2.8(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne (10i) Business Days by the Buyer, if the Seller’s calculation of engagement, the Closing Working Capital is closer to the extent reasonably practicableFinal Closing Working Capital calculated by the Independent Accounting Firm, or (ii) by the Seller, if the Buyer’s calculation of the Closing Working Capital is closer to the Final Closing Working Capital calculated by the Independent Accounting Firm. Any retainer charged by the Independent Accounting Firm shall be paid 50% by the Buyer and 50% by the Seller, with such amount to be reimbursed by the party responsible for paying the cost of the review in accordance with the immediately preceding sentence. The fees and disbursements of the Representatives of each party incurred in connection with their preparation or review of the Closing Balance Sheet and calculation of the Closing Working Capital and preparation or review of any such accounting firm Notice of Disagreement, as applicable, shall be divided equally between Seller and Purchaserborne by such party. (cd) On or before 12:00 noonIf the Closing Working Capital is a negative number between negative $4,260,000 and negative $3,260,000, Eastern time, on no adjustment shall be made to the fifth (5th) Business Day after Purchase Price. If the Adjusted Payment Amount shall have become final and binding or, in the case of Closing Working Capital is a disputelarger negative number than negative $4,260,000, the date of Purchase Price shall be decreased by an amount equal to the resolution of difference between the dispute pursuant to Section 3.3(b)Closing Working Capital and negative $4,260,000, if and the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from decrease in the Purchase Price to the Buyer. If the Closing Date Working Capital is (A) a smaller negative number than negative $3,260,000 or (B) a positive number, the Purchase Price shall be increased by an amount equal to but excluding the payment datedifference between the Closing Working Capital and negative $3,260,000, at and the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser Buyer shall pay to Seller an amount in U.S. dollars equal to the amount of such excessincrease in the Purchase Price to the Seller; provided, plus interest on such excess that the Purchase Price shall not be increased by an amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by greater than $1,000,000. (e) Payment in respect of Section 3.4 2.8(d) shall be made contemporaneously with within three Business Days of final determination of the foregoing Closing Working Capital pursuant to the provisions of this Section 2.8 by wire transfer of United States dollars in immediately available funds to such account or accounts as may be designated in writing by the party entitled to such payment at least one Business Day prior to such payment date. If the amount to be paid pursuant to Section 2.8(d) is not paid within four Business Days of the final determination of the Closing Working Capital, such amount to be paid shall bear interest at a rate equal to 7.5% plus the rate of interest from time to time announced publicly by the Wall Street Journal as the United States prime rate (the “Prime Rate”), calculated on the basis of a year of 365 days and the number of days elapsed from (i) the date that is three Business Days after the final determination of the Closing Working Capital to (ii) the date of such payment. (f) The parties acknowledge and agree that the purpose of the adjustments contemplated by this Section 2.8 is to determine if the Final Closing Working Capital is (i) less than negative $4,260,000, and if so, the amount of the difference between Final Closing Working Capital and negative $4,260,000, (ii) greater than negative $3,260,000, and if so, the amount of the difference between Final Closing Working Capital and negative $3,260,000, or (iii) equal to or greater than negative $4,260,000 and equal to or less than negative $3,260,000, and the adjustment procedures set forth in this Section

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern Central time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern Central time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment. In addition, if and to the extent that the parties shall have in good faith determined that the amount of the Initial Closing Purchase Price paid at the Initial Closing was greater or less than the actual aggregate Net Book Value of the Initial Closing Assets and Accrued Interest through the Initial Closing Date with respect to the Initial Closing Loans, and/or that the amount of the Subsequent Closing Purchase Price paid at the Subsequent Closing, if any, was greater or less than the actual aggregate Net Book Value of the Subsequent Closing Assets and Accrued Interest through the Subsequent Closing Date with respect to the Subsequent Closing Loans, Seller (in the event of a net payment excess) or Purchaser (in the extent of a net payment shortfall) shall contemporaneously pay to the other party an amount in U.S. dollars equal to the amount of such excess or shortfall, as applicable, plus interest thereon from the Initial Closing Date and/or the Subsequent Closing Date, as applicable, to but excluding the payment date, at the Federal Funds Rate.

Adjustment of Purchase Price. (a) On If the Purchase Price, as finally determined, is greater than or before 12:00 noonequal to the Estimated Purchase Price, Eastern timethen Purchaser and Agent shall deliver a joint written instruction to Escrow Agent to release to Paying Agent, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination behalf of the Adjusted Payment Amount shall Stockholders, the Adjustment Escrow Fund, to be final and binding on allocated among the parties hereto on Stockholders in accordance with each such Stockholder’s Percentage. Without limiting the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which caseforegoing, if the parties are unable Purchase Price is greater than the Estimated Purchase Price, in addition to resolve the disputed items within ten (10) Business Days release of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, Adjustment Escrow Fund to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment AmountStockholders, Purchaser shall pay to Seller the Stockholders the difference between the Purchase Price and the Estimated Purchase Price (the “Underpayment”) by means of a wire transfer of immediately available funds to Paying Agent, to be allocated among the Stockholders in accordance with such Stockholder’s Percentage. If the Purchase Price, as finally determined, is less than the Estimated Purchase Price (an “Overpayment”), then Purchaser and Agent shall deliver a joint written instruction to Escrow Agent to release out of the Adjustment Escrow Fund an amount in U.S. dollars equal to the Overpayment and distribute the remainder of the Adjustment Escrow Fund, if any, to Paying Agent, on behalf of the Stockholders, to be allocated among the Stockholders in accordance with each such Stockholder’s Percentage. Without limiting the foregoing, if the Overpayment is greater than the amount of the Adjustment Escrow Fund, then Purchaser may, at its option, either (1) instruct Escrow Agent to disburse from the Escrow Fund, by means of a wire transfer of immediately available funds, the amount of such excessdifference or (2) require each Stockholder, plus interest on severally and not jointly, to pay its Percentage of such excess amount from the Closing Date difference to but excluding the Purchaser by means of a wire transfer of immediately available funds to an account designated by Purchaser, in which case each Stockholder shall make such payment date, at the Federal Funds Rateas directed by Purchaser. Any payments required by to be made under this Section 3.4 1.11(b) shall be made contemporaneously with payable no later than 10 business days after the foregoing paymentdetermination of such amounts.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern Pacific time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on or before 12:00 noon, Pacific time, on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally apportioned between Seller and PurchaserPurchaser in the same proportion that the aggregate dollar amount of the items unsuccessfully disputed or defended, as the case may be, by each (as finally determined by the independent accounting firm) bears to the total dollar of the disputed items. (c) On or before 12:00 noon, Eastern Pacific time, on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern timeTime, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementStatement are accurate. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller Purchaser and Purchaser, and such determination shall be final and bindingSeller. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller Purchaser and PurchaserSeller. (c) On or before 12:00 noon, Eastern timeTime, on the fifth third (5th3rd) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay refund to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, noon New Jersey time on the thirtieth (30th) calendar day following the Closing Date (the “Adjustment Date”), Seller shall deliver to the Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, noon New Jersey time on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b)) above, if the Adjusted Payment Amount exceeds is greater than the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds is less than the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noonthe Business Day preceding the Closing, Eastern timeJ&D shall deliver a calculation of the amount, if any, by which the Purchase Price shall be adjusted at the Closing in accordance with this Section 2.4 (the "Closing Adjustment"). Such adjustment of the Purchase Price (the "Preliminary Purchase Price") shall be based on (i) the thirtieth (30th) calendar day following Cost Value of the inventory reflected on J&D's books and records as of the close of business on September 30, 2000, carried forward to the most recent practicable date preceding the Closing Date, Seller shall deliver plus (ii) any ---- prepaid deposits and/or security deposits and prepaid expenses (in each case solely to the extent Purchaser thereby becomes entitled to receive the Final Closing Statement benefit thereof post-Closing) minus (iii) the Cost Value of that portion of the On-Order ----- Merchandise that is described in clause (a) of the definition of On-Order Merchandise in Section 1.1 hereof and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth that is included in the Final Closing StatementInventory reflected on J&D's books and records. (b) The determination Commencing on October 14, 2000, J&D and Purchaser shall cause to be taken a "financial" and "SKU" inventory (defined as a listing which summarizes the inventory on a detailed basis providing SKU number, quantity on hand, inventory at Cost Value and inventory at current "Retail Price" [as defined in the Agency and License Agreement]) (the "Inventory Count") of the Adjusted Payment Amount Merchandise in the Stores, the Warehouse, the FL Warehouse, and the Corporate Office (collectively, the "Inventory Locations"), which Inventory Count Sellers and Purchaser shall jointly schedule; provided, however, Sellers and Purchaser -------- ------- agree that the Inventory Count shall continue at as many Inventory Locations as possible on the day after the Closing Date and shall be final and binding on completed in each of the parties hereto on Inventory Locations no later than five (5) days after the thirtieth (30th) calendar day after receipt Closing Date; provided -------- further, that notwithstanding anything herein to the contrary, the Inventory ------- Count in any Department Store Location shall be conducted at such times as shall be agreed upon by Purchaser and J&D, and in each case as may be permissible under the respective Department Store Licenses; provided further, that any On- -------- ------- Order Merchandise shall be counted by representatives of Purchaser and J&D upon the delivery of same to Purchaser, at a single location to be designated by Purchaser to J&D in writing. The date that the Inventory Count is taken in any of the Final Closing Statement, unless Purchaser foregoing locations shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if be referred to as to such location as the parties are unable to resolve the disputed items within ten "Inventory Date". The Inventory Count (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such itemsother than for On-Order Merchandise) shall be determined taken by a nationally recognized RGIS Inventory Specialists (or such other independent accounting firm selected by mutual agreement between Seller inventory service as shall be mutually acceptable to Purchaser and PurchaserSeller) ("Inventory Service"), and such determination Purchaser and J&D shall each have the right to review and verify the listing and tabulation of the Inventory Count by Inventory Service. Each Store shall be final and binding. Such accounting firm closed during the Inventory Count at such Store (which shall be instructed taken after or before regular business hours when at all possible), and J&D and Purchaser shall each have a representative present during such period. Instructions to resolve be delivered to Inventory Service prior to the disputed items within ten (10) Business Days of engagementInventory Count are annexed hereto as Exhibit C hereof. Prior to the Closing Date, Purchaser and J&D shall mutually agree, in writing, to the extent reasonably practicableprocedures to be followed in boxing and shipping Inventory at any Store not subject to an Assigned Lease or Assigned Contract and the procedures for counting and acceptance of On-Order Merchandise. The fees of any such accounting firm shall be divided equally between Seller To facilitate the orderly and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date accurate conduct of the resolution of Inventory Count at the dispute pursuant to Section 3.3(b)Inventory Locations, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from (i)J&D hereby agrees that effective five days before the Closing Date to but excluding and continuing through and including the payment dateoccurrence of the Closing hereunder J&D shall cease any inter- Inventory Location transfers of Merchandise, and (ii) Purchaser hereby agrees that effective from 12:00 A.M. on the Closing Date and continuing through and including the completion of the Inventory Count at all the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment AmountInventory Locations, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount not make any inter-Inventory Location transfers of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentMerchandise.

Adjustment of Purchase Price. (a) On All operating income and operating expenses of the Station shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Station on or before 12:00 noonthe date preceding the Closing Date shall be for the account of Seller, Eastern timeand all such income and expenses attributable to the operation of the Station on and after the Closing Date shall be for the account of Buyer. The net amount by which the Purchase Price is to be increased or decreased in accordance with this Section is herein referred to as the "Adjustment Amount". Notwithstanding the foregoing, the operating income to which Buyer is entitled under the TBA, and the operating expenses required to be paid by Buyer under the TBA, shall not be taken into account in determining the Adjustment Amount. (b) Without limiting the generality of the foregoing: (i) Seller shall receive a credit for the unapplied portion, as of Closing, of the security deposits made by Seller under those Station Agreements assumed by Buyer at Closing in accordance with Section 3.3.1. (ii) Buyer shall be given a credit ("Buyer's Trade Credit") in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all time required to be broadcast on the thirtieth Station on or after the Closing Date under the Trade Agreements, and Seller shall be given a credit (30th"Seller's Trade Credit") calendar day following for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the Trade Agreements; provided that Seller's Trade Credit shall in no event exceed Buyer's Trade Credit. (iii) With respect to each vacation or portion thereof earned but not taken before the Closing Date by each Station employee hired by Buyer, Buyer shall receive a credit equal to the compensation equivalent thereof, including applicable payroll taxes. (iv) The credit given Seller for each prepaid expense shall not exceed an amount commensurate with the benefit therefrom to be received by Buyer after Closing. (c) To the extent not inconsistent with the express provisions of this Agreement, the allocations made pursuant to this Section 3.3.4 shall be made in accordance with generally accepted accounting principles. (d) Three (3) business days prior to the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination good faith estimate of the Adjusted Payment Adjustment Amount as of the Closing Date (the "Preliminary Adjustment Report"). If the Adjustment Amount reflected on the Preliminary Adjustment Report is a credit to Buyer, the Purchase Price payable on the Closing Date shall be final reduced by the amount of the preliminary Adjustment Amount, and binding if the Adjustment Amount reflected on the parties hereto Preliminary Adjustment Report is a charge to Buyer, the Purchase Price payable on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) Date shall be determined increased by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excesspreliminary Adjustment Amount. Thereafter, plus interest on such excess amount from Seller and its auditors and Buyer and its auditors shall have ninety (90) days after the Closing Date to but excluding review the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser Preliminary (e) shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentapply.

Adjustment of Purchase Price. (a) On or before 12:00 noonThe Purchase Price payable to each Seller shall be subject to adjustment, Eastern as of 11:59 p.m. (New York City time, ) on the thirtieth (30th) calendar day following the Closing Date, to reflect, in accordance with GAAP, the principle that all revenues and refunds, and all costs, expenses and liabilities, attributable to the operation of such Seller's Systems for any period prior to such time on the Closing Date are for the account of the applicable Seller, and all revenues and refunds, and all costs, expenses and liabilities (other than liabilities and obligations under contracts or other obligations of such Seller that Buyer does not assume) attributable to the operation of such Seller's Systems from and after such time on the Closing Date are for the account of Buyer. The adjustments to be made to the Purchase Price payable to each Seller pursuant to this Section 3.3(a) shall consist of the following: (i) an increase in the Purchase Price by an amount equal to the sum of: (A) all prepaid items relating to the ownership or operation of the Assets or the Systems and for which Buyer will receive a benefit after the Closing, which prepaid items shall be prorated between the applicable Seller and Buyer as of the Closing Date on the basis of the period covered by the respective prepayment, and shall be deemed to include, without limitation, all such prepaid items attributable to: real and personal property taxes and assessments levied against the Assets; real and personal property rentals; pole rentals; and power and utility charges; and (B) the amount of the Accounts Receivable with respect to such Seller; and (ii) a decrease in the Purchase Price by an amount equal to the sum of: (A) the amount of all subscriber prepayments, credit balances and deposits held by Seller as of the Closing Date with respect to such Seller's Systems; (B) all accrued and unpaid expenses relating to the ownership or operation of such Seller's Assets and Systems, including accrued and unpaid franchise fees (which accrued and unpaid expenses shall be prorated between such Seller and Buyer as of the Closing Date on the basis of the period to which the respective expense relates, and shall be deemed to include, without limitation, accrued and unpaid expenses of the kind itemized in Section 3.3(a)(i)(A) above); (C) in the event that the total number of Subscribers on the Closing Date is less than 16,800, the product of the Subscriber Adjustment Amount with respect to such Seller and the number of Subscribers by which the actual number of Subscribers in such Seller's Systems on the Closing Date is less than the amount of the Minimum Subscriber Number allocated to such Seller, as set forth in Schedule 1.1A. (D) with respect to Transferred Employees, accrued obligations for vacation and sick days, subject to Section 6.6(c); and (E) any amounts by which the Purchase Price is decreased pursuant to Section 6.12(a), (b) or (c) or Section 6.14. Sellers shall deliver to Purchaser Buyer, not less than seven (7) Business Days prior to the Final Closing Statement Date, a certificate signed by Sellers (the "Pre-Closing Certificate"), which shall specify each Seller's good faith best estimate of the adjustments to the Purchase Price payable to such Seller required under this Section 3.3(a) above, calculated as of the Closing Date and prepared consistent with GAAP. The Pre-Closing Certificate shall make available be accompanied by reasonably detailed documentation supporting the work paperscalculations set forth therein. Buyer shall have the right to challenge the content of the Pre-Closing Certificate within four (4) Business Days of delivery if Buyer believes, schedules in good faith, that it is in error. Buyer and other supporting data used the applicable Seller shall use good faith efforts to resolve any disputes with respect to the Pre-Closing Certificate(s) prior to the Closing Date. If any such dispute is not resolved prior to the Closing, the amount of the Purchase Price paid to the applicable Seller(s) at Closing shall be based on the adjustments to the Purchase Price for such Seller(s) set forth in the Pre-Closing Certificate. (b) Within 120 days after the Closing Date, Buyer shall deliver to Sellers a certificate signed by Buyer (the "Post-Closing Certificate"), which shall set forth Buyer's final adjustments to the Purchase Price payable to each Seller to calculate and prepare be made as of the Final Closing Statement Date pursuant to enable Purchaser Section 3.3(a) above, together with such documentation as may be necessary to verify support Buyer's determination thereof; and, thereafter, Buyer shall provide each Seller with such other documentation relating to the Post-Closing Certificate as such Seller may reasonably request. If a Seller wishes to dispute the final adjustments to the Purchase Price to be made as of the Closing Date pursuant to Section 3.3(a) above, as reflected in the Post-Closing Certificate, such Seller shall, within thirty (30) days after its receipt of the Post-Closing Certificate, serve Buyer with a written description of the disputed items together with such documentation as Buyer may reasonably request. If any Seller notifies Buyer of its acceptance of the amounts set forth in the Final Post-Closing Statement. Certificate, or if Seller fails to deliver its report of any proposed adjustments within the thirty (b) The determination of 30)-day period specified in the Adjusted Payment Amount preceding sentence, the amounts set forth in the Post-Closing Certificate for such Seller shall be conclusive, final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser Buyer and such Seller as of the Final Closing Statementlast day of such thirty (30)-day period. If Buyer and any Seller cannot resolve any dispute within thirty (30) days after Buyer's receipt of such Seller's written objection, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefromBuyer and such Seller, in which caseshall, if within the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice days following expiration of such disagreementthirty (30)-day period, appoint KPMG or such items in dispute (and only other independent public accounting firm of national reputation as is agreed upon by the parties to resolve the dispute, provided such items) firm is not the auditor for either Buyer or the applicable Seller. The cost of retaining such firm shall be determined borne one-half by a nationally recognized independent accounting Buyer and one-half by such Seller. Such firm selected by mutual agreement between Seller shall report its determination in writing to Buyer and Purchaserthe applicable Seller, and such determination shall be final conclusive and binding. Such accounting firm shall be instructed to resolve binding on Buyer and the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between applicable Seller and Purchasershall not be subject to further dispute or review. (c) On If, as a result of any resolution reached by Buyer and any Seller, or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding orany determination made by an accounting firm, in the either case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment AmountBuyer is finally determined to owe any amount to any Seller, or any Seller shall pay is finally determined to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.owe

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following Within 20 days after the Closing Date, Xxxxxx Xxxxxxxx LLP shall prepare and deliver, at Buyer's expense, to Buyer and Seller a draft Closing Balance Sheet. If Buyer or Seller shall have any objections to the draft Closing Balance Sheet, such objecting party will deliver a detailed statement describing its objections to Purchaser the Final other party within 15 days after receiving the draft Closing Statement Balance Sheet. Buyer and shall make available Seller will use their reasonable best efforts to resolve any such objections. If a final resolution is not obtained within five business days after Seller or Buyer, as the work paperscase may be, schedules has received the statement of objections, Buyer and other supporting data used by Seller will select an accounting firm mutually acceptable to calculate them to resolve any remaining objections. If Buyer and prepare the Final Closing Statement Seller are unable to enable Purchaser to verify the amounts set forth in the Final Closing Statement.agree (b) The determination Xxxxxx Xxxxxxxx LLP will revise the draft Closing Balance Sheet as appropriate to reflect the resolution of Seller's or Buyer's objections (as agreed upon by the Adjusted Payment Amount parties or directed by such accounting firm) and deliver it to Buyer and Seller within five business days after the resolution of such objections. Such revised statement shall constitute the Closing Balance Sheet. (c) If Closing Net Working Capital is equal to or greater than $450,000, Buyer shall pay Seller the entire Working Capital Adjustment Holdback plus the amount, if any, by which Closing Net Working Capital exceeds $500,000. If Closing Net Working Capital is less than $450,000 but greater than ($50,000), Buyer shall pay Seller the Working Capital Adjustment Holdback less the amount, if any, by which Closing Net Working Capital is less than $450,000. If Closing Net Working Capital is less than ($50,000), Buyer shall retain the Working Capital Adjustment Holdback and Seller shall pay Buyer the amount by which Closing Net Working Capital is less than ($50,000). Any payment required by this subsection shall be final and binding on made within five days after the parties hereto on the thirtieth Closing Balance Sheet is finally determined. (30thd) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with If any amount included therein or omitted therefrom, in which case, if the parties unresolved objections are unable submitted to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent an accounting firm selected by mutual agreement between Seller for resolution as provided above, the fees and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days expenses of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller borne by the objecting party in proportion to the relative dollar amount of the objections of such party that are not approved by such accounting firm, and Purchaserany remaining fees and expenses shall be borne by the non-objecting party. (ce) On or before 12:00 noon, Eastern time, on Xxxxxx Xxxxxxxx LLP will make the fifth (5th) Business Day work papers used in preparing the draft Closing Balance Sheet available to Buyer and Seller at reasonable times and upon reasonable notice at any time after the Adjusted Payment Amount shall have become final draft Closing Balance Sheet is prepared and binding or, in the case of a dispute, the date of prior to the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously any objections with the foregoing paymentrespect thereto.

Adjustment of Purchase Price. The Purchase Price shall be adjusted, upwards or downwards, as follows: (a) On For the purposes of this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or before 12:00 noonnegative, Eastern timeequal to (D) the amount of the Working Capital Adjustment, on the thirtieth plus (30thE) calendar day following the Closing DateCash as finally determined pursuant to Section 2.04, Seller shall deliver minus the Closing Date Cash Advance Payment, minus the Holdback Amount, minus the Initial Term Loan Amount, plus (F) the Estimated Transaction Expenses minus the Closing Transaction Expenses as finally determined pursuant to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementSection 2.04. (b) The determination of If the Adjusted Payment Net Adjustment Amount is positive, the Purchase Price shall be final and binding on adjusted upwards in an amount equal to the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing StatementNet Adjustment Amount. In such event, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days after the Working Capital Adjustment, the Closing Cash and the Closing Transaction Expenses have been determined pursuant to Section 2.04 Seller and Buyer shall amend the Loan Agreement to provide that the principal amount of the receipt by Seller Term Loan be equal to the Initial Term Loan Amount plus the Net Adjustment Amount. Interest on the Term Loan shall accrue from the Closing Date on the principal amount determined pursuant to this Section. (c) If the Net Adjustment Amount is negative (in which case the “Net Adjustment Amount” for purposes of notice of such disagreement, such items in dispute this clause (and only such itemsc) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaserdeemed to be equal to the absolute value of such amount), and such determination the Purchase Price shall be final and bindingadjusted downwards in an amount equal to the Net Adjustment Amount. Such accounting firm shall be instructed to resolve the disputed items In such event, within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a disputeWorking Capital Adjustment, the date of Closing Cash and the resolution of the dispute Closing Transaction Expenses have been determined pursuant to Section 3.3(b), if 2.04 Seller and Buyer shall amend the Adjusted Payment Amount exceeds Loan Agreement to provide that the Estimated Payment Amount, Seller shall pay to Purchaser an principal amount in U.S. dollars of the Term Loan be equal to the amount of such excess, plus interest Initial Term Loan Amount minus the Net Adjustment Amount. Interest on such excess amount the Term Loan shall accrue from the Closing Date on the principal amount determined pursuant to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentthis Section.

Adjustment of Purchase Price. (a) On All operating income and operating expenses of the Station shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Station on or before 12:00 noonthe Closing Date shall be for the account of Seller, Eastern timeand all income and expenses attributable to the operation of the Station after the closing Date shall be for the account of Buyer. Any cost or obligation related to any Permitted Lien shall also be included as part of the adjustment and allocation between Buyer and Seller. (b) To the extent not inconsistent with the express provisions of this Agreement, on the thirtieth allocations made pursuant to this SECTION 2.6 shall be made in accordance with generally accepted accounting principles. (30thc) calendar day For purposes of making the adjustments pursuant to this Section, Buyer shall prepare and deliver the Adjustment List to Seller within forty five (45) days following the Closing Date, Seller or such later date as shall deliver be mutually agreed to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts Buyer. The Adjustment List shall set forth in the Final Closing Statement. (b) The determination of Adjustment Amount. If the Adjusted Payment Adjustment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by is a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, credit to the extent reasonably practicable. The fees account of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment AmountBuyer, Seller shall pay such amount to Purchaser an amount in U.S. dollars equal Buyer, and if the Adjustment Amount is a charge to the account of Buyer, Buyer shall pay such amount to Seller. In the event Seller disagrees with the Adjustment Amount determined by Buyer or with any other matter arising out of this subsection, and Buyer and Seller cannot within sixty (60) days resolve the disagreement themselves, the parties will refer the disagreement to a firm of independent certified public accountants, mutually acceptable to Seller and Buyer, whose decision shall be final. The fees and expenses of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 accountants shall be made contemporaneously with paid by the foregoing paymentparty who does not prevail on the disputed matters decided by the accountants.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following Following the Closing Date, Seller the Purchase Price shall deliver be adjusted as of the Closing Date (the "Purchase Price Adjustment") (a) to Purchaser reduce the Final Closing Statement and shall make available Purchase Price by the work papersamount allocated to any damaged or destroyed Assets as contemplated by Article 17; (b) to account for a proration of personal property taxes on the Assets, schedules lease payments, utilities, telephone service and other supporting data used items commonly prorated; (c) to account for any of the Assets that the Purchaser and Seller contemplated would be returned by Seller to calculate John Xxxre, but were not actually returned to John Xxxre; and prepare (d) to account for the Final actual amount, as of the Closing Statement Date, of the amounts to enable be paid by Purchaser under Sections 3.1(b)-(f) to be made. Purchaser and Seller shall jointly determine not later than November 30, 1997, the net amount of all adjustments described under Section 21(a)-(d) above (the "Adjustment Amount") and Purchaser or Seller shall pay to the other the amount necessary to compensate for the increase or decrease, respectively, in the final adjusted Purchase Price from the Purchase Price estimated and paid at Closing. All amounts owed as a result of the adjustment shall first be satisfied by payment from the Escrowed Funds to the party entitled to receive same, with any amounts owed in excess of the Escrowed Funds being paid directly from Seller to Purchaser, or Purchaser to verify Seller, as applicable. If Purchaser and Seller have not determined on or before November 30, 1997, the amounts set forth Adjustment Amount, then Seller shall cause its independent public accountants to meet with Purchaser's independent public accountants in an attempt to resolve any differences. If such independent public accountants are unable to resolve the Final Closing Statement. (b) The differences, then the issues in dispute shall be submitted to a third firm selected by the independent accountants of Purchaser and Seller, for resolution, and the determination of the Adjusted Payment Amount such independent public accountants shall be final and binding on upon the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserparties. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On The Purchase Price shall be increased or before 12:00 noondecreased, Eastern timeas the case may be, on by an amount equal to the thirtieth amount by which NFLI's Adjusted Working Capital at the Closing Date is greater than or less than $1,000,000. The adjustment to the Purchase Price shall be made as follows: (30thi) At the Closing, ANI shall deliver a calculation of Adjusted Working Capital as of the date of the last calendar day following of the month immediately preceding the Closing Date including therein items mutally estimated in good faith by the Parties which are known to have occurred in such period (the "Preliminary Closing Adjusted Working Capital"). The $5,000,000 cash portion of the Purchase Price to be delivered to ANI at the Closing shall be adjusted upward or downward, as the case may be, by an amount equal to the increase or decrease, as the case may be, in the Adjusted Working Capital reflected in the calculation of the Preliminary Closing Adjusted Working Capital as compared with $1,000,000 (the "Closing Adjustment"). (ii) ANI will prepare and deliver within thirty (30) days after the Closing Date, Seller consolidated financial statements of the Acquired Companies as of the Closing Date, together with a schedule reflecting the Adjusted Working Capital of the Acquired Companies as of the Closing Date (the "Closing Adjusted Working Capital"). Everest and NFLI will provide ANI with access to NFLI's books and records to prepare these statements and the schedule. The Closing Adjusted Working Capital shall deliver be reviewed by Everest, and Everest shall submit a report to Purchaser ANI within sixty (60) days of Everest's receipt of the Closing Working Capital stating Everest's concurrence with the calculation of the Closing Adjusted Working Capital or showing Everest's calculation of the Closing Working Capital as at the Closing Date, if different. If Everest's report reflects its concurrence with ANI's calculation of the Closing Adjusted Working Capital, such calculation of ANI shall be final and conclusive for all purposes (the "Final Adjusted Working Capital"). If Everest's report reflects that it does not concur with ANI's calculation of the Preliminary Closing Adjusted Working Capital, ANI shall have fifteen (15) days after its receipt of Everest's report to advise Everest that ANI disputes such calculation. Everest will afford to ANI access to all books and records of the Acquired Companies and will furnish ANI such additional financial and operating data and other information of or regarding the Acquired Companies as ANI may reasonably request in its review of Everest's report. If ANI fails to provide such notice, then the Closing Adjusted Working Capital, as modified by Everest's report, shall become the Final Adjusted Working Capital. If ANI provides notice that it disputes Everest's calculation within such fifteen (15) day period, Everest and ANI shall each use its best efforts to resolve such dispute through negotiation. If such dispute cannot be resolved through negotiation within fifteen (15) days after the receipt by Everest of ANI's notice of dispute, then the dispute shall be resolved by the independent accounting firms selected by each of Everest and ANI. If these accounting firms cannot agree on a resolution, they shall jointly select a third firm of independent certified public accountants who shall have sole and absolute discretion with respect to the resolution of this dispute. The calculation of the Closing Statement Adjusted Working Capital, as modified by the accounting firm or firms shall be final and binding upon the Parties, and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare constitute the Final Adjusted Working Capital. The difference between the Preliminary Closing Statement to enable Purchaser to verify the amounts set forth in Working Capital and the Final Closing StatementAdjusted Working Capital shall be referred to as the "Adjustment." The fees of the accountants selected by Everest pursuant to this Section 1.4 shall be borne by Everest, the fees of the accountants selected by ANI pursuant to this Section 1.4 shall be borne by ANI and the fees of any third accounting firm which may be retained in accordance with this Section 1.4 shall be divided equally between ANI and Everest. (b) The determination of the Adjusted Payment Amount Adjustment shall be satisfied within thirty (30) days after the final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of determination with respect to the Final Adjusted Working Capital is made as follows: (i) After taking into account the adjustments to the Purchase Price made pursuant to the Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagementAdjustment, to the extent reasonably practicable. The fees of any that the Adjustment results in a decrease in the Purchase Price, such accounting firm decrease shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case satisfied by delivery by ANI to Everest of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser check or wire transfer in an amount in U.S. dollars equal to the amount of such excessAdjustment, plus interest on such excess amount from and (ii) After taking into account the adjustments to the Purchase Price made pursuant to the Closing Date Adjustment, to but excluding the payment dateextent that the Adjustment results in an increase in the Purchase Price, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser such increase shall pay be satisfied by delivery by Everest to Seller ANI of a check or wire transfer in an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentAdjustment.

Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 2.4 as follows: (a) On or before 12:00 noon$1,300,000 of the Purchase Price (the "RECEIVABLES HOLDBACK") shall be retained by Buyer at the Closing and disbursed to Seller as set forth in Section 2.4(d). (b) As promptly as practicable, Eastern time, on the thirtieth (30th) calendar day but in no event later than 45 days following the Closing Date, Seller shall deliver to Purchaser Buyer: (i) the Final Closing Statement Balance Sheet, which shall be prepared in accordance with SCHEDULE 2.4; (ii) calculation of Net Working Capital as of the Closing Date (the "WORKING CAPITAL STATEMENT"); and (iii) a calculation of the amount of the international and acute care receivables (net of allowances) with respect to sales of the Company's products (the "COMMINGLED RECEIVABLES VALUATION") on the books of Seller as of the Closing Date. The Company shall make available the work papersassign to Seller all of its right, schedules title and other supporting data used by Seller interest in and to calculate any and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statementall of such receivables (net of allowances). (bc) The determination Buyer will deliver to Seller, no later than 30 days after the date of delivery of the Adjusted Payment Amount shall be final Working Capital Statement and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser Commingled Receivables Valuation, notice of its acceptance of the Final Closing StatementWorking Capital Statement and the Commingled Receviables Valuation (the "ACCEPTANCE NOTICE") or notice of its dispute of the Working Capital Statement or the Commingled Receivables Valuation (a "DISPUTE NOTICE"). In the event of such a dispute by Buyer, unless Purchaser Buyer shall promptly notify Seller in writing of its disagreement with any each disputed item, specifying the amount included therein or omitted therefromthereof in dispute and setting forth, in which casereasonable detail, if the parties basis for such dispute, as promptly as practicable, but in no event later than 30 days, following delivery of the Closing Balance Sheet to Buyer. If Buyer delivers an Acceptance Notice or fails to give a Dispute Notice within the prescribed time period, Buyer will be deemed to have accepted Seller's determination of Net Working Capital and the Commingled Receivables Valuation as final. In the event Buyer timely delivers a Dispute Notice, Seller and Buyer shall attempt to reconcile the parties' differences. If Seller and Buyer are unable to resolve the disputed items reach a resolution within ten (10) Business Days of the 20 days after receipt by Seller of notice of such disagreementBuyer's Dispute Notice, such Seller and Buyer shall submit the items remaining in dispute for resolution to a mutually acceptable accounting firm that neither Seller nor Buyer has retained at any time since December 31, 2000 (such accounting firm being referred to herein as the "INDEPENDENT ACCOUNTING FIRM"), which firm shall, within 30 days after such submission, determine and only report to Seller and Buyer upon such remaining disputed items) , and such report shall be determined by a nationally recognized independent accounting firm selected by mutual agreement final, binding and conclusive on Seller and Buyer. The fees and disbursements of the Independent Accounting Firm shall be shared equally between Seller and PurchaserBuyer. (d) The Working Capital Statement and the Commingled Receivables Valuation shall be deemed final for purposes of this Section 2.4 upon the earliest of (i) the failure of Buyer to deliver a Dispute Notice within 30 days of Seller's delivery of the Working Capital Statement and the Commingled Receivables Valuation, (ii) resolution of all disputes, pursuant to Section 2.4(c), by Buyer and Seller, or (iii) resolution of all disputes, pursuant to Section 2.4(c), by the Independent Accounting Firm. Within 10 days after the Working Capital Statement and the Commingled Receivables Valuation being deemed final (the "ADJUSTMENT DATE"), a Purchase Price adjustment shall be made as follows: (i) in the event that Net Working Capital as of the Closing Date is less than $8,750,000, then the Purchase Price shall be reduced by an amount equal to the shortfall, and such determination FURTHER REDUCED by the amount of the Commingled Receivables Valuation; (ii) in the event that the Net Working Capital as of the Closing Date is greater than $10,000,000, then the Purchase Price shall be final increased by an amount equal to the excess thereof, less the amount of the Commingled Receivables Valuation; (iii) in the event that the Net Working Capital as of the Closing Date is an amount (A) equal to or greater than $8,750,000 and binding. Such accounting firm (B) equal to or less than $10,000,000, then there shall be instructed no Net Working Capital related adjustment to resolve the disputed items Purchase Price, however the Purchase Price shall be reduced by the amount of the Commingled Receivables Valuation. The result of the calculations in any of clauses (i), (ii), or (iii) above shall be referred to as the "ADJUSTED PURCHASE PRICE." If the Adjusted Purchase Price is greater than the Purchase Price (such amount being the "EXCESS"), then Buyer shall remit to Seller in immediately available funds (i) an amount equal to the Excess and (ii) the amount of the Receivables Holdback. If the Adjusted Purchase Price is less than the Purchase Price (such amount being the "SHORTFALL"), then Buyer shall retain the Receivables Holdback, and: (A) if the Shortfall is equal to or exceeds the Receivables Holdback, then Seller and Datex, jointly and severally, shall pay to Buyer in immediately available funds an amount equal to the difference between (x) the Shortfall and (y) the Receivables Holdback. (B) if the Shortfall is less than the Purchase Price by an amount less than the Receivables Holdback, then Buyer shall pay to Seller in immediately available funds an amount equal to the difference between (x) the Shortfall and (y) the Receivables Holdback. (e) Solely in connection with the preparation of the Closing Balance Sheet and calculations of Net Working Capital and the Commingled Receivables Valuation: (i) Buyer shall give Seller and its accountants reasonable access to the books and records of the Company, and shall cause employees of Buyer and the Company to cooperate with Seller and provide Seller with all information reasonably requested, all after receiving reasonable notice from Seller of its requirements and reaching agreement as to mutually convenient times for review, it being understood that the purpose of this subsection is to make it possible for Seller to fulfill its obligation to deliver the Working Capital Statement and the Commingled Receivables Valuation within ten 45 days of the Closing Date; and (10ii) Business Days of engagementSeller and Buyer, to the extent reasonably practicable. The fees of any such accounting firm within their respective control, shall be divided equally between Seller give to each other and Purchaser. (c) On their agents access to the work papers and other materials and documents used or before 12:00 noon, Eastern time, on produced in connection with the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date preparation of the resolution of Working Capital Statement and the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentCommingled Receivables Valuation.

Adjustment of Purchase Price. (a) On or before 12:00 noonThe Purchase Price will be adjusted, Eastern timeif appropriate, on based upon an audit of the thirtieth (30th) calendar day following Closing Balance Sheet certified by Auditors, such audit being conducted and the Closing Balance Sheet being prepared at Buyer's expense. Seller will prepare and deliver to Buyer and Auditors the Schedules required to be delivered subsequent to the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts as set forth in Schedule 1.4 (the Final "POST-CLOSING SCHEDULES"), and Buyer will provide Seller reasonable access to the Business premises and books and records in Buyer's possession for such purpose. Buyer and Seller will jointly prepare the Closing StatementBalance Sheet based upon the Assets and the Assumed Liabilities, and Seller will cooperate fully and promptly with Buyer and Auditors to the end that the Closing Balance Sheet will be in accordance with the books of account and records of Seller, will be prepared in accordance with GAAP and Seller's past practices (except as GAAP or Seller's past practices may be modified by the provisions of this Section 2.5(a)), will present fairly and accurately Seller's financial position with respect to the Business as at the Closing Date, and will show all Assets and Assumed Liabilities existing as of the Closing Date and required to be disclosed in accordance with GAAP. The Closing Balance Sheet will be examined by Auditors in accordance with generally accepted auditing standards, and will include such tests of the accounting records, observation of the taking of physical inventories and other auditing procedures as prudent accountants would consider necessary in the circumstances. Notwithstanding the foregoing, the following procedures will be followed in connection with preparation of the Closing Balance Sheet: (i) the fixed assets comprising the Assets will be valued at the net book value thereof according to Seller's books and records; (ii) Regular Inventory will be physically inventoried as soon as practicable after Closing (with credit given for any dispositions by Buyer after Closing of items of Regular Inventory which were not otherwise included in the amount of Inventories determined by audit); Regular Inventory will be valued at 100% of Seller's cost at Seller's most recent purchase price (or, if Auditors determine that Seller's most recent purchase price is not a fair approximation of Seller's actual cost, then at Seller's cost as determined by Auditors) solely with respect to the aggregate amount of Regular Inventory which, based on Seller's most recent 12-months' sales, represents salable Inventories within a 12-month period; (iii) Value Added Inventory will be physically inventoried as soon as practicable after Closing (with credit given for any dispositions by Buyer after Closing of items of Value Added Inventory which were not otherwise included in the amount of Inventories determined by audit); Value Added Inventory will be valued at: (A) 100% of Seller's cost at Seller's most recent purchase price (or, if Auditors determine that Seller's most recent purchase price is not a fair approximation of Seller's actual cost, then at Seller's cost as determined by Auditors) solely with respect to the aggregate amount of Value Added Inventory which, based on Seller's most recent 12-months' sales, represents salable Inventories within a first 12-month period; and (B) 80% of Seller's cost at Seller's most recent purchase price (or, if Auditors determine that Seller's most recent purchase price is not a fair approximation of Seller's actual cost, then at Seller's cost as determined by Auditors) solely with respect to the aggregate amount of Value Added Inventory which, based on Seller's most recent 24-months' sales, represents salable Inventories within a second 12-month period; (iv) Demonstration Inventory will be physically inventoried as soon as practicable after Closing (with credit given for any dispositions by Buyer after Closing of items of Demonstration Inventory which were not otherwise included in the amount of Inventories determined by audit); Demonstration Inventory will be valued at 85% of Seller's cost at Seller's most recent purchase price (or, if Auditors determine that Seller's most recent purchase price is not a fair approximation of Seller's actual cost, then at Seller's cost as determined by Auditors); and (v) Parts Inventory will not be physically inventoried but will be valued at $172,000; provided, however, that in the case of Regular Inventory and Value Added Inventory, there will be excluded from the determination of whether such Inventory is salable within the applicable period: (1) all Inventories of new product lines established within 12 months immediately preceding the Closing Date; and (2) all Inventories of new products introduced within existing product lines established within six months immediately preceding the Closing Date; all of which Inventories will be valued at 100% of Seller's cost at Seller's most recent purchase price, as set forth in Schedule 2.5(a)(1) (or, if Auditors determine that Seller's most recent purchase price is not a fair approximation of Seller's actual cost, then at Seller's cost as determined by Auditors). At Seller's expense, Seller's personnel and/or Arthxx Xxxexxxx XXX, the certified public accountants regularly retained by Seller, may observe the taking of physical inventories and the auditing process and procedures conducted by Auditors and examine the work papers of Auditors developed in connection with such audit. (b) The determination Within 45 days after the Closing Date, Buyer will deliver to Seller the Closing Balance Sheet, together with Buyer's determination, calculated from the Closing Balance Sheet, of the following amounts: (i) the amount of "SELLER'S CREDIT" (that meaning the amount (if any) by which the Adjusted Payment Amount shall be final and binding Asset Value of the Business as of the Closing Date exceeds $9,300,000) ("ADJUSTED ASSET VALUE" meaning (A) the amount of total Assets, net of a reserve for Accounts Receivable of $30,000, shown on the parties hereto Closing Balance Sheet, minus (B) the aggregate amount of Assumed Payables and Accrued Vacation shown on the thirtieth Closing Balance Sheet); and (30thii) calendar day after receipt by Purchaser the amount of each of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any following "BUYER'S CREDITS": (A) the amount included therein or omitted therefrom, in (if any) by which case, if $8,500,000 exceeds the parties are unable to resolve the disputed items within ten (10) Business Days Adjusted Asset Value of the receipt Business as of the Closing Date; and (B) the amount (if any) by Seller which $2,550,000 exceeds the fair market value, as of notice the Closing Date, of such disagreementthe fixed assets comprising the Assets (as if disposed of in the ordinary course between a willing buyer and a willing seller in neither a liquidation nor a distressed sale), such items in dispute (and only such items) shall be as determined by a nationally recognized independent accounting firm selected by mutual agreement between reputable appraiser reasonably acceptable to Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserengaged at Buyer's expense. (c) On The contents of the Post-Closing Schedules, the contents of and the methodology used in preparing the Closing Balance Sheet, and the amounts (if any) of and the methodology used in determining Seller's Credit and each item of Buyer's Credits will all be finally determined as provided by this Section 2.5(c) (whereupon all references herein to any "Post-Closing Schedule," the "Closing Balance Sheet," "Seller's Credit" and "Buyer's Credits" will mean the same as so finally determined). Within ten days after receipt of the Closing Balance Sheet and Buyer's determination of Seller's Credit and Buyer's Credits, Seller will deliver its written objections thereto (if any) to Buyer, and Buyer will deliver its written objections to the Post-Closing Schedules (if any) to Seller. To the extent that Seller fails to deliver any such objections within such ten-day period, the Closing Balance Sheet (or before 12:00 noon, Eastern time, on the fifth such undisputed item(s) thereof) and Buyer's determination of Seller's Credit and Buyer's Credits (5thor of such undisputed item(s) Business Day after the Adjusted Payment Amount shall have become thereof) will be final and binding upon the parties for all purposes. To the extent that Buyer fails to deliver any such objections within such ten-day period, the Post-Closing Schedules (or such undisputed item(s) thereof) will be final and binding upon the parties for all purposes. If Buyer or Seller so delivers any such objection, Buyer and Seller will each use its best efforts to resolve such dispute(s) promptly by mutual agreement, and any such mutually agreed resolution will be final and binding upon the parties for all purposes. Failing mutually agreed resolution of any such dispute(s) within ten days of delivery of any such objection, Seller and Buyer will then each have the right to require that such dispute(s) be submitted to the Baltimore, Maryland office of Ernst & Young, LLP for computation or verification in accordance with the provisions of this Agreement. Such firm's resolution of such dispute(s), which will be delivered within 30 days after submission to such firm, will be final and binding upon the parties for all purposes, and such firm's fees and expenses therefor will be borne by the non-prevailing party or, in the case event that each party prevails on some of a the issues in dispute, will be shared proportionately, as determined by such firm. Each Post-Closing Schedule and the date Closing Balance Sheet, as so finally determined, will be annexed hereto subsequent to the Closing Date. An itemized statement of Seller's Credit, Buyer's Credits, the resolution of Increase Amount and the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Reduction Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal as so finally determined, will be signed by Buyer and by Seller, delivered to the amount of such excess, plus interest on such excess amount from Escrow Agent and annexed hereto as Schedule 2.5(c) subsequent to the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentDate.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on 9.1 The Closing Date Statement 1. The Closing Balance Sheet shall be prepared in accordance with the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement accounting regulations and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts principles set forth in the Final German Commercial Code (Handelsgesetzbuch) applicable to the Company and in accordance with the principles of proper accounting (Grundsätze ordnungsgemäßer Buchführung) while maintaining the continuity of accounting and valuation principles as applied by the Company in the past. The Purchaser shall forward the Closing Statement. (b) Balance Sheet to the Sellers’ Representative immediately after its preparation and finalisation. The determination Sellers shall review the Closing Balance Sheet for correctness and completeness without undue delay. Purchaser shall grant to Sellers access to all documents reasonably required by them for the review of the Adjusted Payment Amount Closing Balance Sheet. The Closing Balance Sheet shall become binding for the Parties if the Sellers do not object to the Closing Balance Sheet in writing within twenty (20) days of receipt (“Objection Notice”), provided, however, that any delay in providing any documents reasonably requested by the Sellers for the review of the Closing Balance Sheet shall lead to a respective extension of the 20-days-period . The Objection Notice must contain (i) the items of the Closing Balance Sheet or the underlying calculations which, in the opinion of the Sellers, are incorrect and (ii) a version of the Closing Balance Sheet which, in the opinion of the Sellers, is correct. If the Sellers send to the Purchaser an Objection Notice within the aforementioned deadline, the Parties shall attempt to reach agreement on the positions objected by the Sellers. If such an agreement is reached, the amended Closing Balance Sheet shall become binding for the Parties in the version corresponding to the agreement reached. If an agreement is not reached within twenty (20) days of receipt of the Objection Notice by the Purchaser, the Parties shall be entitled to commission the auditing company Xxxxx Xxxxx GmbH & Co. KG Wirtschaftsprüfungsgesellschaft, Munich, (hereinafter referred to as the “Arbitrator”) to decide on the positions objected by the Sellers in accordance with the principles set forth in this Section 9.1. If Xxxxx Xxxxx GmbH & Co. KG Wirtschaftsprüfungsgesellschaft is not prepared to assume this task, upon request of any of the Parties the President of the Munich Chamber of Auditors shall nominate a corresponding firm of auditors with binding effect on the Parties. When commissioning the Arbitrator, the Parties shall ensure that the latter makes its final decision, together with a written statement of reasons and an amended Closing Balance Sheet prepared by it, within 4 weeks of its commissioning and sends it to the Parties. The decision of the Arbitrator shall be made within the range of positions disputed by the Seller on the one hand and the Purchaser on the other. The Parties undertake to support the Arbitrator and to provide the Arbitrator with access to all information in the possession of one of the Parties to the extent that the Arbitrator requires such information in order to reach a final decision. The Arbitrator acts as an expert arbitrator within the meaning of Secs. 317 et seq. BGB. The Arbitrator shall decide on the costs to be borne by the Parties in accordance with Secs. 91 et seq. ZPO. The Closing Balance Sheet submitted by the Arbitrator and the decision about costs are final and binding on for the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserParties. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On The Purchase Price shall be adjusted in accordance with this Section 3.2 to the extent that (i)(A) the Accounts Receivable (including Accounts Receivable with respect to which payment has been received by the Servicing Agent but not remitted to Seller as of the Closing Date, but excluding Accounts Receivable related to Company License Agreements entered into on or before 12:00 noonafter April 30, Eastern time2006), net only of an allowance for doubtful accounts, less (B) the amount of any cash received by Seller or the Company (and not paid to Buyer) related to Company License Agreements entered into on or after April 30, 2006, less (C) the thirtieth amount of any trade payables or other current liabilities as of the Closing Date (30ththe amount referred to in this clause (i), the “Adjusted Accounts Receivable”), differs from (ii) calendar day following $16,535,000, which Seller and the Company represent was the balance of the Accounts Receivable as of April 30, 2006 (excluding receivables attributable to non-United States Film licensee fees) determined in accordance with the procedures set forth on Schedule 3.2(b) attached hereto (the amount referred to in this clause (ii), the “Baseline”). (b) No later than 5 days prior to the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser Buyer an estimated statement of the Final Closing Adjusted Accounts Receivable (the “Estimated A/R Statement”), which shall include an estimate of the Adjusted Accounts Receivable (the “Estimated Adjusted Accounts Receivable”). The Estimated A/R Statement shall be prepared in accordance with Section 3.2(a) and the procedures set forth on Schedule 3.2(b) attached hereto and shall make available be based on the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth accounts receivable report prepared in the Final ordinary course of business of the Company as of the last day of the calendar month immediately preceding the tenth day prior to the Closing StatementDate. If the Estimated Adjusted Accounts Receivable is less than the Baseline, then the Purchase Price shall be reduced by an amount equal to such difference. If the Estimated Adjusted Accounts Receivable exceeds the Baseline, then the Purchase Price shall be increased by an amount equal to such excess. (bc) The determination No later than 60 days following the Closing Date, Buyer shall prepare, or cause to be prepared, and deliver to Seller a final statement of the Adjusted Payment Amount Accounts Receivable (the “A/R Statement”). The A/R Statement shall be prepared in accordance with Section 3.2(a) and the procedures set forth on Schedule 3.2(b) attached hereto. Seller shall provide Buyer and its advisors reasonable access to the books and records of Seller in connection with the preparation of the A/R Statement. Upon receipt of the A/R Statement, Seller shall have 30 days following the receipt thereof to review such statement and, in connection therewith, Seller shall have full access (during normal business hours and without disruption to the operations of the Company) to the Buyer’s and the Company’s officers, employees, accountants and other representatives and the books and records reasonably related to the A/R Statement calculation. If as a result of such review, Seller disagrees with Buyer’s final A/R Statement, Seller shall deliver to Buyer a written notice of disagreement (a “Dispute Notice”) prior to the expiration of the 30 day review period, setting forth the basis for such dispute in reasonable detail. If Seller does not deliver a Dispute Notice within such 30 day period, then the A/R Statement as of the Closing Date shall be final and binding on Buyer and Seller. (d) If Seller delivers a Dispute Notice to Buyer in a timely manner, then, notwithstanding anything to the parties hereto on contrary set forth in Section 10.3, Buyer and Seller shall attempt in good faith to resolve such dispute within 30 days from the thirtieth date of such Dispute Notice. Such negotiations shall be conducted by managers or executive officers of each party who have authorization to resolve such dispute. If Buyer and Seller cannot reach agreement within such 30 days period, then, such dispute will be submitted for resolution to a nationally recognized accounting firm (30ththe “Accounting Firm”) calendar day after receipt mutually agreed upon by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which caseboth parties, if and to the parties are unable extent that such Accounting Firm agrees to resolve the disputed items within ten (10) Business Days dispute without conducting an audit or preparing an attest report. The parties shall share equally the cost of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and bindingAccounting Firm. Such accounting firm shall be instructed In the event that the parties cannot find an Accounting Firm willing to resolve the disputed items dispute in accordance with the foregoing procedures within ten (10) Business Days 15 days, then such dispute will be subject to mediation and, if necessary, submitted to final and binding arbitration, pursuant to Section 10.3 of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserthis Agreement. (e) If, pursuant to clauses (c) On or before 12:00 noon(d) of this Section 3.2, Eastern time, on the fifth (5th) Business Day after it is finally determined that the Adjusted Payment Amount shall have become final and binding orAccounts Receivable was less than the Estimated Adjusted Accounts Receivable, in the case of a disputethen Seller shall, within 10 business days from the date of the resolution of the dispute pursuant to Section 3.3(b)such final determination, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an the Buyer the amount in U.S. dollars equal to such difference, together with interest thereon at the amount rate of such excess, plus interest on such excess amount 10% per annum from the Closing Date to but excluding the date of payment, such cash payment dateto be made by wire transfer of immediately available funds to such bank account as Buyer may designate (or, in the absence of any such designation, by corporate check delivered to Buyer). (f) If, pursuant to clauses (c) or (d) of this Section 3.2, it is finally determined that the Adjusted Accounts Receivable was greater than the Estimated Adjusted Accounts Receivable, then Buyer shall, within 10 business days of the date of such final determination, pay to Seller, the amount equal to such difference, together with interest thereon at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount rate of such excess, plus interest on such excess amount 10% per annum from the Closing Date to but excluding the date of payment, such cash payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall to be made contemporaneously with by wire transfer of immediately available funds to such bank account as Seller may designate (or in the foregoing paymentabsence of such designation, by corporate check delivered to Seller).

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on If the thirtieth amount of [***] (30th"Base Net Asset Value") calendar day following the Closing Date, Seller shall deliver to Purchaser exceeds the Final Closing Statement Net Asset Value, Sellers shall pay to Buyer, as an adjustment to the Purchase Price, in the manner and shall make available with interest as provided in Section 3.6(b), the work papers, schedules and other supporting data used by Seller to calculate and prepare amount of such excess. If the Final Closing Statement Net Asset Value exceeds Base Net Asset Value, Buyer shall pay to enable Purchaser Sellers, as an adjustment to verify the amounts set forth Purchase Price, in the manner and with interest as provided in Section 3.6(b), the amount of such excess. Any such payment pursuant to this Section 3.6(a) shall be made (i) within 45 days after Sellers' delivery of the Section 3.5(a) Documents if no Notice of Disagreement with respect to Closing Net Asset Value is duly and timely delivered pursuant to Section 3.5(b) or (ii) if a Notice of Disagreement with respect to Closing Net Asset Value is duly and timely delivered pursuant to Section 3.5(b), then within 10 days after the earlier of (A) agreement between the parties pursuant to Section 3.5(c) with respect to Closing Net Asset Value or (B) delivery of the Accountant's calculation of Final Closing StatementNet Asset Value pursuant to Section 3.5(c). (b) The determination Any payment made pursuant to this Section 3.6 shall be made by wire transfer or by delivery to the payee of the Adjusted Payment Amount required amount in immediately available funds. Payee shall be final have designated its preferred method of payment (and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which casewire instructions, if the parties are unable appropriate) for such purpose at least two (2) days prior to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution required payment (or, if not so designated, by certified or official bank check payable in immediately available funds to the order of the dispute pursuant payee in such amount). The amount to be paid under this Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus bear interest on such excess amount from and including the Closing Date to but excluding the date one day prior to payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars a rate per annum equal to the amount of such excessrate publicly announced by The Chase Manhattan Bank in New York, plus interest New York as its 30-day LIBOR rate in effect on such excess amount from the Closing Date to but excluding plus 25 basis points. Interest shall ---------- [***] Confidential treatment requested and the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously redacted material has been separately filed with the foregoing paymentCommission. 22 18 be calculated daily on the basis of a year of 365 days and the actual number of days for which interest is due.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, noon on the thirtieth sixtieth (30th60th) calendar day following the Closing DateDate (the "ADJUSTMENT DATE"), Seller shall deliver to Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. The Final Closing Statement shall also set forth the amount (the "ADJUSTED PAYMENT AMOUNT") by which the aggregate amount of Deposits (including Accrued Interest) shown on the Final Closing Statement differs from the Estimated Purchase Price. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth unless within thirty (30th30) calendar day days after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify the Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized an independent accounting firm selected by mutual agreement between Seller and Purchaser; PROVIDED, HOWEVER, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such determination shall net amount in dispute will be final equally apportioned between Seller and bindingPurchaser. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, Noon on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding Adjustment Date or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section subsection 3.3(b)) above, if Seller shall pay to Purchaser an amount equal to the amount by which the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 3.5 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noonIf, Eastern time, on the thirtieth (30th) calendar day 120 days following the Closing Date, Seller (i) after reasonable efforts by Buyer (which shall deliver mean exercising at least the diligence generally exercised by Buyer in collecting its own accounts receivable) to Purchaser collect the Final Accounts Receivable, any portion thereof remaining outstanding (the "Outstanding Accounts Receivable") or (ii) Buyer, with Sellers' written ------------------------------- approval, has issued any credit notes after the Closing Statement Date with respect to sales made prior to the Closing Date the Purchase Price will, provided that the Account Receivables have been assigned in accordance with the following paragraph, be reduced by the aggregate of the amount under (i) and (ii) of this Section 2.3(a) and Sellers shall make available pay to Buyer such amount. Buyer shall not compromise, reduce or otherwise adjust any of the work papersAccounts Receivable or issue any credit notes with respect thereto without either of Sellers' prior written approval. Buyer shall keep Sellers regularly and fully informed concerning Buyer's collection of the Accounts Receivable. Buyer will assign to Sellers the Outstanding Accounts Receivable in consideration of $1.00, schedules free and other supporting data used clear of Liens, and execute such documents and do such things as may be reasonably required by Seller Sellers in connection with such assignment. Sellers, after such assignment, may take such proceedings as it deems advisable to calculate collect the Outstanding Accounts Receivable so assigned, but Sellers will indemnify, defend and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statementhold Buyer harmless from and against all Claims incurred by Buyer directly, by reason of such proceedings. (b) The determination Within 60 days of the Adjusted Payment Amount Closing Date, Sellers shall deliver to Buyer valuations of Sellers' pension plans for salaried employees and for hourly employees, dated as at the Closing Date and prepared by a recognized actuarial firm and the actuarial evaluations of these pension plans will be determined using the actuarial assumptions and funding method detailed in the actuarial reports as at January 1, 1996; (i) In the event that the pension plan for salaried employees contains a surplus of less than $4,800,000 on a going concern basis, the Purchase Price shall be final and binding on reduced by an amount equal to the parties hereto on amount by which the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statementpension surplus is below $4,800,000, unless Purchaser shall notify Seller the right to such reduction is waived in writing by Buyer. Such reduction shall reduce the Purchase Price; (ii) In the event that the pension plan for hourly employees has a deficit of its disagreement with any more than $300,000 on a going concern basis, the Purchase Price will be reduced by the amount included therein or omitted therefrom, in which caseexcess of such deficit, if any, unless the parties are unable right to resolve the disputed items within ten (10) Business Days of the receipt such adjustment is waived in writing by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserBuyer. (c) On or before 12:00 noon, Eastern time, on Any adjustment of Purchase Price pursuant to Sections 2.3(a) and (b) ("Adjustment of Purchase Price") and any payment pursuant thereto to Buyer shall be made as follows: (i) first Buyer and Sellers shall instruct in writing the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date Escrow Agent to pay out of the resolution Working Capital Holdback to Buyer an amount equal to the Adjustment of the dispute pursuant to Section 3.3(b)Purchase Price within 10 days following such instructions, (ii) second, if the Adjusted Payment Amount exceeds Working Capital Holdback is less than the Estimated Payment Amountamount owed to Buyer, Seller Sellers shall pay to Purchaser Buyer an amount in U.S. dollars equal to all the balance due to Buyer. If the amount of under (ii) is unpaid within 10 days following such excessinstructions, plus interest on such excess amount from Buyer shall be entitled to be paid by the Closing Date Escrow Amount and Buyer and Sellers shall instruct the Escrow Agent to but excluding pay, and the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser Escrow Agent shall pay to Seller an amount in U.S. dollars equal by wire transfer or certified cheque, to the Buyer out of the Escrow Amount any amount payable to Buyer in accordance with the Adjustment of such excessPurchase Price. (d) Reference to instructions to be given by Sellers or written approval of Sellers in Section 2.3(a) only, plus interest on such excess amount from shall refer to the Closing Date to but excluding the payment datewritten approval of Xxxxx Xxxxx, at the Federal Funds Rate. Any payments required by Section 3.4 Vice-President, Finance of PNG Products, shall be made contemporaneously with the foregoing paymentsufficient and shall bind Sellers.

Adjustment of Purchase Price. (a) On or before 12:00 noonAs of March 31, Eastern time2008, on the thirtieth Accounts Receivable were valued at [$1,541,739] (30ththe “Target A/R Value”) calendar day following and the Closing Date, Seller shall deliver Inventory was valued at [$2,090,792] (the “Target Inventory Value”). Buyer acknowledges that Sellers' books and records value finished goods inventory purchased from Diomed Ltd. at a transfer price no higher than the price that Diomed Ltd. sells similar inventory to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used third party purchasers at volumes substantially similar to that purchased from Diomed Ltd. by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementSellers. (b) The determination As soon as practicable, and in any event within seven (7) days following the Closing, Sellers shall deliver to Buyer one or more statements, each prepared on the same basis and using the same principles, policies and practices that were used by Sellers to prepare the Target A/R Value and the Target Inventory Value, setting forth the value of (i) the Accounts Receivable of the Adjusted Payment Amount Business as of the Closing Date (the “Closing A/R Value”) and (ii) the Inventory of the Business as of the Closing Date (the “Closing Inventory Value”). (c) Buyer shall have fifteen (15) days from the date it receives the latest of Seller’s statements described in clause (b) above (the “Objection Period”) in which to review such statement(s). If, in Buyer’s good faith judgment, Seller’s statement(s) do not fairly present the Closing A/R Value or the Closing Inventory Value, Buyer shall have the right to propose an adjustment to the Closing A/R Value and Closing Inventory Value or any component thereof within the Objection Period. Any such proposed adjustment shall be final in writing (the “Adjustment Notice”) and binding shall specify (i) the amount of the proposed adjustment, (ii) the item to which such proposed adjustment relates, and (iii) the facts and circumstances supporting the reasonableness of such adjustment. Upon the submission of any Adjustment Notice, Buyer and Sellers shall work together in good faith after Sellers’ receipt of such Adjustment Notice in an attempt to agree on the parties hereto on Closing A/R Value and the thirtieth Closing Inventory Value. (30thd) calendar day If such dispute is not resolved within fifteen (15) days after Sellers’ receipt by Purchaser of the Final Closing StatementAdjustment Notice, unless Purchaser the dispute shall notify Seller in writing be submitted for resolution by a nationally recognized firm of its disagreement with any amount included therein or omitted therefromcertified public accountants (the “Accounting Firm”). Each of Buyer and Sellers shall propose a firm to be selected as the Accounting Firm, in which caseand if the parties agree on one of such firms, if such firm shall be the Accounting Firm. If the parties are unable to resolve agree on the disputed items within ten (10) Business Days selection of the receipt by Seller of notice of such disagreementAccounting Firm, such items in dispute (and only such items) then the Accounting Firm shall be determined by a nationally recognized independent firm of certified public accountants that is agreed upon by the two accounting firm firms previously selected by mutual agreement between Seller Buyer and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicableSellers. The fees decision of any such accounting firm the Accounting Firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of as to the resolution of the dispute shall be conclusive and binding on the parties. The fees and expenses of the Accounting Firm shall be borne by the Non-Prevailing Party. “Non-Prevailing Party” in any controversy, shall mean the party whose determination of the amount in controversy presented to the Accounting Firm designated pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount terms of such excess, plus interest on such excess amount this Agreement is further from the Closing Date to but excluding final determination of the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentAccounting Firm.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, noon on the thirtieth sixtieth (30th60th) calendar day following the Closing Date (the "Adjustment Date"), Seller shall deliver to Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. The Final Closing Statement shall also set forth the amount (the "Adjusted Payment Amount") by which the aggregate amount of Deposits (including Accrued Interest) shown on the Final Closing Statement differs from the Estimated Purchase Price. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth unless within thirty (30th30) calendar day days after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify the Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized an independent accounting firm selected by mutual agreement between Seller and Purchaser; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such determination shall net amount in dispute will be final equally apportioned between Seller and bindingPurchaser. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, Noon on the fifth tenth (5th10th) Business Day after the Adjusted Payment Amount shall have become final and binding Adjustment Date or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b)subsection 3.3 (b) above, if Seller shall pay to Purchaser an amount equal to the amount by which the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.Purchaser

Adjustment of Purchase Price. (a) On or before 12:00 noonprior to March 28, Eastern time2014, the Company shall provide Parent with a statement setting forth the calculation of 2013 EBITDA, 2013 Adjusted EBITDA and the Maximum Adjustment Amount, prepared in good faith (the “ 2013 EBITDA Statement ”), which shall reflect the same 2013 Adjusted EBITDA included in the Operating Subsidiary’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 28, 2013 (without giving effect to the Maximum Adjustment Amount). Not less than five (5) Business Days following the receipt of the 2013 EBITDA Statement, Parent shall notify the Company in writing in the event that it disputes any aspect of the 2013 EBITDA Statement, which note shall include reasonable detail about such disputes (it being understood and agreed by Parent that any disputes must be limited to disputes relating to whether 2013 Adjusted EBITDA has been properly calculated in accordance with the definitions and procedures set forth in this Agreement and the Exhibits hereto, and may not include any disputes relating to proposed changes or modifications to such definitions or procedures). During such five (5) Business Day period, the Company and its accountants will provide Parent and its accountants with reasonable access to such individuals and such information, books, records and work papers as may be reasonably required by Parent in order to reasonably verify such calculations; provided , however , that external accountants shall not be obliged to make any work papers available to Parent except in accordance with such accountants’ normal disclosure procedures and then only after Parent and/or Parent’s accountants, as applicable, has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. If Parent does not provide such notice of dispute within such five (5) Business Day period, the amount set forth on the 2013 EBITDA Statement shall be the 2013 Adjusted EBITDA for the purposes of the Closing. If Parent provides such notice of dispute within such five (5) Business Day period, the Company and Parent shall promptly negotiate in good faith to expeditiously resolve any such dispute. The amount so agreed following such negotiations shall be the 2013 Adjusted EBITDA for the purposes of the Closing. If the Company and Parent are unable to resolve any differences that they may have with respect to the 2013 EBITDA Statement within five (5) Business Days, the Company and Parent shall submit all matters that remain in dispute with respect to the 2013 EBITDA Statement (along with a copy of the 2013 EBITDA Statement marked to indicate those line items that are not in dispute) to PricewaterhouseCoopers LLP, or, if such firm is unable or unwilling to act, such other independent certified public accountant reasonably mutually acceptable to Parent and the Company (in any such case, the “ Independent Accountant ”). The Independent Accountant, acting as an expert and not an arbitrator, shall be jointly instructed by Parent and the Company to, within fifteen (15) Business Days after such Person’s selection, make a final determination, binding on the parties to this Agreement and the holders of Common Stock, of the appropriate calculation of 2013 Adjusted EBITDA as to which Parent and the Company disagree. With respect to each disputed calculation, such determination, if not in accordance with the position of either Parent, on the thirtieth (30th) calendar day following one hand, or the Closing DateCompany, Seller on the other hand, shall deliver not be in excess of the higher, nor less than the lower, of the calculation advocated by the Company and Parent with respect to Purchaser such disputed line item. The Independent Accountant’s determination shall be made in accordance with the Final Closing definition in this Agreement of 2013 EBITDA, 2013 Adjusted EBITDA and the Maximum Adjustment Amount, as applicable. If after the delivery of the 2013 EBITDA Statement but prior to the Closing, there shall be a change in any component of the 0000 XXXXXX Xxxxxxxxx, the Company shall update the 2013 EBITDA Statement accordingly to reflect such change, and Parent shall make available be given an equivalent opportunity to dispute any such updated portion of the work papers, schedules and other supporting data used by Seller 0000 XXXXXX Xxxxxxxxx as applied with respect to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statementoriginal delivery of such statement. (b) The determination cost of the Adjusted Payment Amount Independent Accountant’s review and determination shall be final and binding shared equally by Parent on the parties hereto one hand and the Company on the thirtieth (30th) calendar day after receipt other hand. During the review by Purchaser of the Final Closing StatementIndependent Accountant, unless Purchaser shall notify Seller in writing of the Company and its disagreement accountants will make available to the Independent Accountant interviews with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaserindividuals, and such determination information, books, records and work papers as may be reasonably required by the Independent Accountant to fulfill its obligations under Section 2.10(c) ; provided , however , that the external accountants shall not be final and binding. Such accounting firm shall be instructed obliged to resolve the disputed items within ten (10) Business Days of engagement, make any work papers available to the extent Independent Accountant except in accordance with such accountants’ normal disclosure procedures and then only after the Independent Accountant has signed a customary agreement relating to such access to work papers in form and substance reasonably practicableacceptable to such accountants. The fees In acting under this Agreement, the Independent Accountant will be entitled to the privileges and immunities of any such accounting firm shall be divided equally between Seller and Purchaseran arbitrator. (c) On or before 12:00 noonThe Company shall, Eastern timeduring the Interim Period, on engage Xxxxxx to calculate the fifth (5th) Business Day after Underfunded Amount as of the Adjusted Payment Amount shall have become final and binding or, in the case last day of a dispute, each quarter following the date hereof, beginning with the quarter ending December 28, 2013, with such calculation to be performed in accordance with their customary terms and procedures prior to the date hereof and to be completed no later than the 18 th day following the last day of such applicable quarter and promptly delivered in writing to Parent with a copy of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required calculation prepared by Section 3.4 shall be made contemporaneously with the foregoing paymentXxxxxx.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Not less than five (30th5) calendar day following Business Days prior to the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement Date and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within no event more than ten (10) Business Days prior to the Closing Date, the Vendor, acting in good faith, shall prepare and deliver to the Purchaser: (i) a statement (the “Estimated Net Working Capital Statement”) estimating the Net Working Capital as at the Closing Date (the “Estimated Net Working Capital”) calculated in a manner consistent with the Preliminary Net Working Capital Statement and with the amounts upon which such statements have been based determined in accordance with GAAP; (ii) a statement (the “Estimated Inventories Statement”) estimating the Inventories as at the Closing Date (the “Estimated Inventories”) calculated in a manner consistent with the Preliminary Inventories Statement and with the amounts upon which such statements have been based determined in accordance with GAAP; (iii) a statement (the “Estimated Closing Date Cash Statement”) estimating the Cash of the receipt by Seller Corporation and its Subsidiaries as at the Closing Date, determined without giving effect to the consummation of notice the Purchase or any financing transactions in connection therewith (the “Estimated Closing Date Cash”) and with the amounts upon which such statement has been based determined in accordance with GAAP; and (iv) a statement (the “Estimated Closing Date Indebtedness Statement”) estimating the Indebtedness of such disagreementthe Corporation and its Subsidiaries as at the Closing Date, such items determined without giving effect to the consummation of the Purchase or any financing transactions in dispute connection therewith (the “Estimated Closing Date Indebtedness”). (b) As soon as is practicable and in any event not later than ninety (90) days following the Closing Date, the Purchaser shall prepare (and only cause the Accountants to audit) and deliver to the Vendor: (i) an audited consolidated balance sheet of the Corporate Group (the “Final Balance Sheet”) and an updated Net Working Capital statement (the “Final Net Working Capital Statement”) calculating the actual Net Working Capital as at the Closing Date based on the Final Balance Sheet and with the amounts upon which such items) statement has been based determined in accordance with GAAP. The Final Balance Sheet shall be prepared in accordance with GAAP applied in a manner consistent with the principles applied in connection with the preparation of the Audited Financial Statements; (ii) an updated Inventories statement (the “Final Inventories Statement”) calculated in accordance with GAAP applied in a manner consistent with the principles applied in connection with the preparation of the Audited Financial Statements and with the amounts upon which such statement has been based determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller in accordance with GAAP; (iii) an updated Cash statement (the “Final Cash Statement”) calculating the actual Cash of the Corporation and Purchaserits Subsidiaries as at the Closing Date, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, determined without giving effect to the extent reasonably practicableconsummation of the Purchase or any financing transactions in connection therewith (the “Closing Date Cash”) calculated in accordance with GAAP applied in a manner consistent with the principles applied in connection with the preparation of the Audited Financial Statements and with the amounts upon which such statement has been based determined in accordance with GAAP; and (iv) an updated Indebtedness statement (the “Final Indebtedness Statement”) calculating the actual Indebtedness of the Corporation and its Subsidiaries as at the Closing Date, determined without giving effect to the consummation of the Purchase or any financing transactions in connection therewith (the “Closing Date Indebtedness”) calculated in accordance with GAAP applied in a manner consistent with the principles applied in connection with the preparation of the Audited Financial Statements. The fees During the period of thirty (30) days following the delivery of the Final Statements to the Vendor, the Purchaser shall grant to the Vendor and its Representatives access to any such accounting firm shall be divided equally between Seller documents and Purchasermaterials and to the officers of the Corporate Group as requested by the Vendor to enable the Vendor to review the Final Statements and to prepare the Vendor’s Standard Accounting Forms concerning the Corporate Group, the Assets and the Businesses. (c) On If the Vendor shall disagree with the Final Statements, it shall notify the Purchaser of such disagreement in writing, setting forth in reasonable detail the particulars of such disagreement, within thirty (30) days after its receipt of the Final Statements. In the event that the Vendor does not provide such a notice of disagreement within such thirty (30) day period, the Vendor shall be deemed to have accepted the Final Statements delivered by the Purchaser, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is provided within such thirty (30) day period, the Purchaser and the Vendor shall use commercially reasonable efforts for a period of thirty (30) additional days (or before 12:00 noonsuch longer period as they may mutually agree) to resolve any disagreements with respect to the Final Statements. If, Eastern timeat the end of such period, on they are unable to resolve such disagreements, then the fifth (5th) Business Day after Vendor or the Adjusted Payment Amount shall have become final and binding orPurchaser may refer the matter in dispute to the decision of an agreed upon single expert arbitrator pursuant to the provisions of the Arbitration Act, whose decision, in the case absence of manifest error, shall be final and bind the Vendor and the Purchaser. The Final Statements shall reflect the determination of such expert arbitrator. The costs of arbitration shall be apportioned between the Vendor and the Purchaser as determined by the said arbitrator. In the event the Vendor and the Purchaser cannot agree upon a disputesingle expert arbitrator, they shall refer the date appointment to the determination of the resolution Court of Queen’s Bench of Alberta. (d) The date upon which the dispute Final Statements are accepted, agreed upon or determined pursuant to Section 3.3(b)3.5(c) is the “Settlement Date”, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller which shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount be not more than one hundred and eighty (180) days from the Closing Date to but excluding or such other time period as determined by the payment dateexpert arbitrator or the Court under Section 3.5(c). The Net Working Capital as set out in the Final Statements on the Settlement Date is the “Final Net Working Capital”, at the Federal Funds Rate orInventories as set out in the Final Statements on the Settlement Date are the “Final Inventories”, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding Cash as set out in the payment date, at Final Statements on the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with Settlement Date is the foregoing payment“Final Closing Date Cash” and the Closing Date Indebtedness as set out in the Final Statements on the Settlement Date is the “Final Closing Date Indebtedness”.

Adjustment of Purchase Price. (a) On or before 12:00 noonWithin thirty (30) days after delivery of the Closing Date Schedule to Seller pursuant to Section 1.2 hereof, Eastern timeor, if disputed, within ten (10) days after the final resolution of such dispute pursuant to Section 1.2(c), the Purchase Price shall be adjusted as follows. For the purposes of this adjustment, Pro Forma Working Capital shall mean the working capital of the Company calculated in the same manner as the working capital on the thirtieth Financial Statements described in Section 2.1(f) hereof, except as noted in Section 2.1(f) of the Disclosure Schedule, but shall include all indebtedness of the Company (30thincluding indebtedness to Seller existing on the Effective Date) calendar day following without regard to whether such indebtedness is classified as working capital under United States generally accepted accounting principles ("GAAP"). To the extent there is a liability which Seller has assumed or agreed to indemnify Buyer for, the accrual for such item shall not be counted in the determination of the Pro Forma Working Capital on the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementDate Schedule. (b) The determination of the Adjusted Payment Amount shall be final and binding If Pro Forma Working Capital as set forth on the parties hereto on Closing Date Schedule exceeds $4,145,000, the thirtieth (30th) calendar day after receipt by Purchaser of Purchase Price will be increased by, and Buyer will pay to Seller, the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserexcess. (c) On or before 12:00 noon, Eastern time, If Pro Forma Working Capital as set forth on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a disputeClosing Date Schedule is less than $4,145,000, the date of the resolution of the dispute pursuant to Section 3.3(b)Purchase Price will be decreased by, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, and Seller shall will pay to Purchaser an amount in U.S. dollars equal to Buyer, the amount of such excessdeficiency. (d) All payments to be made pursuant to this Section shall (i) be made by wire transfer of immediately available funds to an account designated by the recipient at least two business days prior to the transfer, plus except that payments of less than $10,000 may be made by check subject to collection and (ii) be accompanied by a payment of interest thereon at the "Prime Rate" from time to time in effect on such excess amount from the Closing Date to but excluding until paid. As used in this Agreement, "Prime Rate" means the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars rate of interest equal to the amount "Prime Rate" reported from time to time in the "Money" column of The Wall Street Journal, and ----------------------- shall change from time to time effective with any changes in the reporting of such excess, plus interest on such excess amount from the rate. The Closing Date to but excluding the payment date, Schedule shall value currency at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with rate of 1.058 Euro to the foregoing paymentUS Dollar.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on No later than the thirtieth (30th) end of the calendar day month that includes the date that is 365 days following the Closing Date, Purchaser will cause to be delivered to Seller (i) a consolidated balance sheet of the Companies and the Subsidiary as of the Closing Date (collectively, the “Proposed Closing Balance Sheet”), and (ii) a certificate based on such Proposed Closing Balance Sheet setting forth Purchaser’s calculation of . The Proposed Closing Balance Sheet shall deliver to Purchaser the Final Closing Statement be in a form substantially identical to, and shall make available include the work paperssame line items as, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementReference Balance Sheet. (b) The determination If Seller disagrees with the calculation of the Adjusted Payment Amount Seller may, within 45 days after delivery of the documents referred to in Section 2.06(a), deliver a notice to Purchaser disagreeing with such calculation and which specifies Seller’s calculation of such amount and in reasonable detail Seller’s grounds for such disagreement. Notice of disagreement shall specify those items or amounts included in the as to which Seller disagrees (the “Disputed Items”), and Seller shall be final deemed to have agreed with all other items and binding on amounts included in the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser calculation of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if In the parties event the Parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of dispute after good faith efforts they shall promptly thereafter cause Ernst and Young, or such disagreement, such items in dispute (and only such items) shall be determined by a other nationally or regionally recognized independent accounting firm selected as may be mutually agreed to by mutual agreement between the parties (the “Accounting Firm”), promptly to review this Agreement and the Disputed Items for the purpose of calculating . In making such calculation, the Accounting Firm shall consider only the Disputed Items. The determination of the remaining unresolved Disputed Items by the Accounting Firm shall be final, binding and conclusive and shall constitute an arbitral award that is unappealable and not subject to further review, challenge or adjustment and upon which a judgment may be entered by a court having jurisdiction thereof. Purchaser and Seller shall use commercially reasonable efforts to cause the Accounting Firm to reach a determination as promptly as practicable (and Purchaserin any event within 30 days from the date that the Disputed Items is submitted to it). Within 10 days after the Accounting Firm has been retained, each of Purchaser and Seller shall furnish, at its own expense, to the Accounting Firm and the other Party a written statement of their position with respect to the Disputed Items. Within 5 Business Days after the expiration of such 10-day period, each of Purchaser and Seller may deliver to the Accounting Firm and the other Party its response to the position taken by the other Party on the Disputed Items. With each submission, each of Purchaser and Seller may also furnish to the Accounting Firm such information, workpapers and other documents as it deems relevant to the resolution of the Disputed Items, with appropriate copies or notification being given to the other Party. In addition, Purchaser and Seller shall each furnish the Accounting Firm such workpapers and other documents and information relating to the Disputed Items, and shall provide interviews and answer questions, as such determination Accounting Firm may reasonably request. The Accounting Firm may, at its discretion, conduct a conference concerning the disagreement with Purchaser and Seller, at which conference Purchaser and Seller shall each have the right to present additional documents, materials and other information and to have present its advisors, counsel and accountants. The cost of such review and report shall be final paid by Purchaser and bindingSeller based on the inverse of the percentage the Accounting Firm’s determination bears to the total amount of the Disputed Items as originally submitted to the Accounting Firm. Such accounting firm shall For example, should the Disputed Items total an amount equal to $1,000 and the Accounting Firm awards $600 in favor of Seller’s position, 60% of the costs of the Accounting Firm’s review would be instructed borne by Purchaser and 40% of the costs of the Accounting Firm’s review would be borne by Seller. (c) Purchaser and Seller agree that they will, and agree to resolve cause their respective independent accountants and the disputed items within ten (10) Business Days Companies to, reasonably cooperate and assist in the preparation and review of engagementthe Proposed Closing Balance Sheet and the calculation of and in the conduct of the audits and reviews referred to in this Section 2.06, including, to the extent reasonably practicable. The fees necessary and available, the making available of any books, records, workpapers and personnel; provided, however, that each Party shall execute such accounting firm shall documents as may be divided equally between Seller reasonably requested (for example, a non-reliance letter) by the other Party’s independent accountants in obtaining the work papers and Purchaserrelated items prepared by such independent accountants. (ce) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute Any payment pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 2.06(d) shall be made contemporaneously with within 10 Business Days after the foregoing paymenthas been determined by delivery by Purchaser or Seller, as the case may be, by wire transfer in immediately available funds to such account of such other Party as may be designated by such other Party. beginning October 1, 2016 through and including the Closing Date, and the denominator of which is 12 months.

Adjustment of Purchase Price. (a) On The Purchase Price will be adjusted (either up or before 12:00 noon, Eastern time, down) based on the thirtieth aggregate net change in the asset and liability accounts of each Company set forth on Schedule 1.3(a) hereto (30ththe aggregate balance of such accounts, the "Net Worth of the Companies") calendar day following as of the Closing Effective Date, Seller shall deliver as compared to Purchaser the Final Closing Statement and shall make available Net Worth of the work papersCompanies as shown on Schedule 1.3(a). If, schedules and other supporting data used by Seller to calculate and prepare upon completion of the Final Closing Statement to enable Purchaser to verify the amounts procedures set forth in Section 1.3(b) below, it is finally determined that (i) the Final Closing StatementNet Worth of the Companies as of the Effective Date is greater than the Net Worth of the Companies as shown on Schedule 1.3(a), then the Purchase Price shall be increased by the amount of such difference in cash, and Buyer shall pay to Sellers the amount of such difference within ten (10) days after such final determination, or (ii) the Net Worth of the Companies as of the Effective Date is less than the Net Worth of the Companies as shown on Schedule 1.3(a), then the Purchase Price shall be decreased by the amount of such difference, and Sellers shall pay to Buyer the amount of such difference in cash within ten (10) days after such final determination. All payments to or by Sellers required by this Section 1.3 shall be made on a pro rata basis, paid to or by Sellers based on the percentages set forth on Annex I attached hereto. (b) The determination Within sixty (60) days after the Closing, Buyer will prepare and deliver to Harvxx x xtatement of the Adjusted Payment Amount Net Worth of the Companies as of the close of business on the Effective Date (the "Closing Statement"), which statement shall be final prepared in accordance with GAAP and binding on the parties hereto on the thirtieth instructions provided in Schedule 1.3(b) hereto. If, within thirty (30th30) calendar day after receipt by Purchaser days following delivery of the Final Closing StatementStatement to Harvxx, unless Purchaser shall notify Seller in writing Xxxxxx xxx not given Buyer notice of its disagreement with any amount included therein or omitted therefromobjection to the Closing Statement (such notice must contain a detailed statement of the basis of Harvxx'x xxxection), then the Net Worth of the Companies reflected in which case, if the Closing Statement will be used in computing the adjustment to the Purchase Price. If Harvxx xxxes Buyer such notice of objection and the parties are unable to resolve the subject of such objection within fifteen (15) days after such notice, then the issues in dispute will be submitted to Coopers & Lybrxxx, XXP, certified public accounts (the "Accountants"), for resolution with instructions to the Accountants to resolve such dispute within forty-five (45) days. If issues in dispute are submitted to the Accountants for resolution (i) each party will furnish to the Accountants such work papers and other documents and information relating to the disputed items within ten issues as the Accountants may request and are available to that party; (10ii) Business Days the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer and Harvxx xxxl each bear 50% of the receipt by Seller fees and expenses of notice the Accountants for such determination. The final determination of such disagreementthe Net Worth of the Companies as of the close of business on the Effective Date shall occur on the earliest of (A) thirty (30) days after delivery of the Closing Statement to Harvxx xxxhout objection, such items in dispute (and only such itemsB) shall be determined by a nationally recognized independent accounting firm selected by mutual written agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, Harvxx xxx Buyer to the extent reasonably practicable. The fees of Closing Statement or any such accounting firm shall be divided equally between Seller and Purchasermodification thereof, or (C) written determination by the Accountants. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth As soon as practicable (30th) calendar day but in no event later than 120 days following the Closing Date), Seller Purchaser shall deliver to Seller a statement (the “Closing Date Statement”) setting forth the calculation, with supporting written documentation and detail (including consolidated balance sheets of Target as of the Closing Date and supporting schedule setting forth in reasonable detail all assets and liabilities included therein), of (i) the amount of Pre-Closing Taxes as of the Closing (“Actual Pre-Closing Taxes”), (ii) the amount of Transaction Expenses as of the Closing (“Actual Transaction Expenses”), and (iii) the amount of the resulting True-Up Payment. The Closing Date Statement must be prepared in accordance with US GAAP. Seller shall provide Purchaser and its independent accountants access, upon every reasonable request, to all available books and records relating to Target. (b) Until such time as the Final calculation of the True-Up Payment as shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 2.7, (i) Purchaser shall, and shall make available cause Target to (i) provide Seller and his accountants copies of, and access upon reasonable notice at all reasonable times during normal business hours to, the work paperspapers and supporting documents of Target relating to the Closing Date Statement; and (ii) use their commercially reasonable efforts to provide Xxxxxx and his accountants with copies of, schedules and other permit them access upon reasonable notice at all reasonable times during normal business hours to, the work papers and supporting data used by documents of the auditors of Target relating to the Closing Date Statement. (c) If Seller has any objections to calculate the Closing Date Statement, Seller shall, within 60 days after Seller’s receipt of the Closing Date Statement (the “Notice Period”), give written notice (the “Dispute Notice”) to Purchaser, and prepare to the Final extent practicable based on the information available, specifying in reasonable detail such objections and the basis therefor. (d) If Seller does not deliver the Dispute Notice within such 60-day period, Purchaser’s determinations set out in the Closing Date Statement shall be final, binding and conclusive on Seller and Purchaser. (e) If Seller provides a Dispute Notice within the Notice Period, Seller and Purchaser shall negotiate in good faith during the 15 Business Day period (the “Resolution Period”) after the date of Purchaser’s receipt of the Dispute Notice to enable Purchaser to verify resolve any disputes regarding the amounts set forth in the Final Closing StatementDispute Notice. (bf) If Seller and Purchaser are unable to resolve all such disputes within the Resolution Period, then within 10 Business Days after the expiration of the Resolution Period, all unresolved disputes shall be submitted to the accounting firm KPMG LLP (the “Neutral Accountant”), who shall be engaged as an expert and not as an arbitrator, to provide a final, binding and conclusive resolution of all such unresolved disputes. (g) Within 15 days after the Neutral Accountant is appointed as described above, Purchaser shall forward a copy of the Closing Date Statement to the Neutral Accountant, and Seller shall forward a copy of the written objection(s) thereto, as well as, in each case, any relevant supporting documentation. The Neutral Accountant’s role shall be limited to resolving such objections and determining the correct calculations to be used on the disputed portions of the Closing Date Statement in order to determine the True-Up Payment. In resolving such objections, the Neutral Accountant shall apply the provisions of this Agreement concerning the determination of the Adjusted Closing Date Statement. The Neutral Accountant shall promptly provide written notice of its resolution of such objections and determination of the True-Up Payment Amount to Purchaser and Seller and the resulting adjustments shall be deemed finally determined for purposes of Section 2.7 and the decision of the Neutral Accountant shall be final and binding on upon the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable Parties and will not be subject to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and bindingappeal absent manifest error. Such accounting firm The Neutral Accountant shall be instructed to resolve use reasonable efforts to perform its services within 30 days of submission of the disputed items Closing Date Statement and objection(s) thereto, together with all relevant supporting documentation and, in any case, as soon as practicable after such submission. If the Neutral Accountant selected as described above is unable or unwilling to act when called upon pursuant to this Section 2.7, then the Parties shall promptly appoint a substitute to act in substitution for the original designee, (or if no substitute is so appointed within ten (10) Business Days 15 days after the expiration of engagementthe Resolution Period, to the extent reasonably practicable. The fees of any then such accounting firm dispute shall be divided equally between Seller resolved by a single arbitrator, sitting in Montreal, Quebec, appointed by the ADR Institute of Canada upon application by either Party to be made within five (5) days thereafter), and, upon acceptance of such appointment, such substitute, or arbitrator so appointed, shall, for purposes of this Agreement, be deemed the Neutral Accountant, as applicable, and Purchaserthe time periods prescribed above in this Section 2.7(g) shall run from the date of such substitute’s or arbitrator’s acceptance of appointment hereunder. (ch) On or before 12:00 noon, Eastern time, The Neutral Accountant will determine the allocation of the cost of its review and report based on the fifth inverse of the percentage its determination (5thbefore such allocation) Business Day after bears to the Adjusted Payment Amount shall have become final total amount of the disputed portions of the Closing Date Statement as originally submitted to the Neutral Accountant. For example, should the disputed portions of the Closing Date Statement total in amount to $1,000 and binding orthe Neutral Accountant awards $600 in favour of Seller’s position, 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by Seller. (i) Notwithstanding anything to the contrary in this Agreement, any disputes regarding amounts shown in the case of Closing Date Statement shall be resolved as set forth in this Section 2.7. (j) If (i) the True-Up Payment is a disputepositive number, then the date Purchase Price shall be deemed increased by a corresponding amount and Purchaser shall pay to Seller the absolute amount of the resolution of the dispute pursuant to True-Up Payment in accordance with Section 3.3(b)2.7(k) and, if (ii) the Adjusted True-Up Payment Amount exceeds is a negative number, then the Estimated Payment Amount, Purchase Price will be deemed to be decreased by a corresponding amount and Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess the True-Up Payment in accordance with Section 2.7(k). (k) If the amount from of the Closing Date to but excluding True-Up Payment is undisputed it shall be paid within five (5) Business Days after delivery of the payment date, at the Federal Funds Rate Dispute Notice (or, if no Dispute Notice is delivered within the Estimated Payment Amount exceeds Notice Period, then five (5) Business Days after the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to last day of the Notice Period). If the amount of such excessthe True-Up Payment is disputed it shall be paid within five (5) Business Days after resolution during the Resolution Period or resolution by the Neutral Accountant, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rateas applicable. Any payments required by Section 3.4 The True-Up Payment shall be made contemporaneously by wire transfer of immediately available funds to a bank account designated by the recipient Party. (l) The determination and adjustment of the Purchase Price in accordance with the foregoing paymentprovisions of this Section 2.7 shall not limit or affect any other rights or causes of action which either Purchaser or Seller may have with respect to the representations, warranties, covenants and indemnities in its favour contained in this Agreement.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern Pacific time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (ba) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (cb) On or before 12:00 noon, Eastern Pacific time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. 2.3.1 Within 45 days after the Closing, the Buyer shall cause the Company to prepare and deliver to the Seller a draft statement of the Company’s working capital as of the Closing Date (a) On or before 12:00 noon, Eastern time, “Working Capital Statement”). The working capital set forth on the thirtieth Working Capital Statement shall be determined by subtracting current liabilities (30thother than Taxes related to bonuses payable by the Company at Closing, to the extent included in the calculation of Funded Indebtedness at Closing pursuant to Section 2.2.1(a)) calendar day following from current assets of the Company as of the Closing Date, as calculated in accordance with U.S. generally accepted accounting principles (“GAAP”) and, to the extent consistent with GAAP, in a manner consistent with the preparation of the balance sheet for the year ended December 31, 2007 included in the Financial Statements (as herein defined), except that cash shall not be included as a current asset in such calculation, and any inter Company balances, accrued commissions and/or bonuses, accrued payroll taxes, accrued income taxes payable, accrued property (both real and personal) taxes shall not be included as current liabilities in such calculation. 2.3.2 Within fifteen (15) business days (the “Dispute Period”) of the Seller’s receipt of the Working Capital Statement, Seller shall may dispute any amounts reflected on the Working Capital Statement by notifying the Buyer, in writing (the “Dispute Notice”), of each disputed item (each, a “Disputed Item”) and the adjustments to those items that, in the opinion of the Seller, are required, specifying the amount thereof in dispute and setting forth, in detail, the basis for such dispute. If the Seller does not deliver to Purchaser a Dispute Notice within the Final Closing Statement and shall make available Dispute Period, the work papers, schedules and other supporting data used by Seller to calculate and prepare calculation of the Final Closing Statement to enable Purchaser to verify the amounts working capital set forth in the Working Capital Statement shall be deemed final and binding and shall not be subject to further review, challenge or adjustment (any such final working capital calculation shall be referred to as the “Final Closing StatementWorking Capital”). In the event the Seller delivers a Dispute Notice within the Dispute Period and the Buyer does not object thereto in a writing delivered to the Seller within fifteen (15) business days of the Buyer’s receipt of the Dispute Notice, the calculation of the working capital set forth in the Dispute Notice shall be deemed the Final Working Capital. In the event that the Seller delivers a Dispute Notice and the Buyer objects to the Disputed Items and proposed adjustments set forth in such Dispute Notice, then the Buyer and the Seller shall negotiate in good faith to resolve all of the Disputed Items. If the Buyer and the Seller are unable to resolve all of the Disputed Items within fifteen (15) business days of the Buyer’s notification to Seller that it objects to the Disputed Items set forth in such Dispute Notice, either the Buyer or the Seller may, within five (5) business days after the end of such fifteen (15) business days, request that any unresolved Disputed Items be resolved by means of an arbitration, to be conducted as follows: (a) Any request for an Arbitration shall be made in writing to the Cleveland, Ohio office of Ernst & Young or, in the event such firm declines to serve as the Independent Accounting Firm, to the Cleveland, Ohio office of such other independent accounting firm of recognized national standing that may be selected by the Seller with the consent of the Buyer, which consent will not be unreasonably withheld. The firm to which such request is made shall, upon agreeing in writing to resolve the Disputed Items submitted to it in accordance with the terms of this Agreement, be the “Independent Accounting Firm”, as that term is used in this Agreement. The Arbitration shall be conducted under the auspices of the Independent Accounting Firm and, except to the extent said rules conflict with the terms of this Section 2.3.2, shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. (b) The determination of the Adjusted Payment Amount Independent Accounting Firm shall be final and binding on instructed by the parties hereto on the thirtieth to, within five (30th5) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing business days of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable agreement to resolve the disputed items within ten (10) Business Days Disputed Items submitted to it, provide to the Buyer and the Seller the names and resumes, which shall include a description of the receipt by individual’s substantial experience in the preparation and audit of financial statements of corporations engaged in businesses similar to the Company’s business and a disclosure of the individual’s existing or prior business and/or personal relationships (if any) with the Buyer, the Seller, or any employees or counsel for either Buyer or Seller of notice at least three (3) partners of the Independent Accounting Firm (preferably, but not necessarily, located in its Cleveland office) who are willing to serve as the individual responsible for conducting the Arbitration (the “Arbitrator”). If, on or before the third (3rd) business day after their receipt of the information called for by the preceding sentence, the Buyer and the Seller have been unable after good faith negotiation to agree upon and select one of the individuals so identified to act as the Arbitrator, then the Buyer and the Seller shall each have the right on or before the fifth (5th) business day after their receipt of such disagreementinformation to deliver to the Independent Accounting Firm a confidential communication striking any or all of the individuals previously identified as a potential Arbitrator as to whom an existing business and/or personal relationship was disclosed pursuant to the preceding sentence, and/or striking no more than one of the other individuals previously identified as a potential Arbitrator. The Independent Accounting Firm shall then proceed to select the Arbitrator from among the previously identified individuals who have not been stricken from consideration; if all such items in dispute previously identified individuals are so stricken, the Independent Accounting Firm shall designate at least three (3) additional partners who are eligible to serve as the Arbitrator and only such items) the foregoing selection procedure shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserrepeated until an Arbitrator is selected. (c) On or before 12:00 noonUpon being selected, Eastern timethe Arbitrator shall conduct an Arbitration to determine, with regard to each of the Disputed Items that were submitted to the Independent Accounting Firm pursuant to this Section 2.3.2, whether the Working Capital Statement was prepared in accordance with the requirements of this Agreement and, if not, the dollar amount of any adjustment that may be required in order for the Disputed Item in question to conform to the requirements of this Agreement and to determine the Final Working Capital. The Arbitrator shall make such determination subsequent to conducting the Arbitration and shall set forth such determination of the Final Working Capital in a written ruling, which ruling shall be rendered within sixty (60) days of the date on which the Arbitrator was selected and shall be delivered to the Buyer and to the Seller. The locale of all hearings, if any, conducted by the Arbitrator in connections with the Arbitrations shall be the Cleveland, Ohio office of the Independent Accounting Firm. (d) The ruling of the Arbitrator shall be final, binding, and conclusive on the fifth (5th) Business Day after Buyer and the Adjusted Payment Amount Seller; shall have become final the legal effect of an arbitral award; and binding or, shall be subject only to the judicial review permitted by the Federal Arbitration Act. Judgment on the ruling of the Arbitrator may be entered and enforced in any court having jurisdiction over the parties or their assets. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Seller on the one hand and the Buyer on the other hand in the case same proportion that the aggregate amount of a disputesuch Disputed Items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such Disputed Items so submitted. 2.3.3 If the Final Working Capital is greater than ($410,000) to ($615,000) (the “Working Capital Requirement”), the Cash Purchase Price shall be increased by one dollar for every dollar by which the Final Working Capital exceeds the Working Capital Requirement (the “Purchase Price Increase”). To the extent the Final Working Capital of the Company is less than the Working Capital Requirement, the Cash Purchase Price shall be reduced by one dollar for every dollar by which the Working Capital Requirement exceeds the Final Working Capital (the “Purchase Price Reduction”). The amount of the Purchase Price Increase, if any, or the Purchase Price Reduction, if any, is referred to herein as the “Purchase Price Adjustment.” Subject to Section 2.3.2, the Purchase Price Adjustment, if any, shall be paid in cash, within five (5) business days from the date of the resolution final determination of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentFinal Working Capital.

Adjustment of Purchase Price. Upon determination of the Final Adjustment Statement and Final Post-Closing Adjustment pursuant to Section 2.7(d): (ai) On or before 12:00 noonIf the Purchase Price is less than the Estimated Purchase Price (the “Seller Deficiency Amount”), Eastern time, on the thirtieth (30th) calendar day following the Closing Date, then Buyer and Seller shall deliver joint written instructions to Purchaser the Final Closing Statement Escrow Agent directing the Escrow Agent, in accordance with the terms of this Agreement and shall make available the work papersEscrow Agreement, schedules and other supporting data used by Seller to calculate and prepare (A) disburse the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser amount of the Final Post-Closing Statement, unless Purchaser shall notify Adjustment to Buyer from the Adjustment Escrow Amount by means of a wire transfer of immediately available funds to the account designated by Xxxxx and (B) disburse the remainder of the Adjustment Escrow Amount to Seller by means of a wire transfer of immediately available funds to the account designated by Seller in writing of its disagreement with any amount included therein or omitted therefromthe Escrow Agreement (the “Seller Escrow Account”); provided, in which case, that if the parties are unable to resolve amount of such Final Post-Closing Adjustment exceeds the disputed items Adjustment Escrow Amount, within ten (10) five Business Days of the receipt final determination of the Final Post-Closing Adjustment, the Seller Parties, on a joint and several basis, shall pay the amount by Seller which the Final Post-Closing Adjustment exceeds the Adjustment Escrow Amount to Buyer via wire transfer of notice of such disagreementimmediately available funds to an account designated by Buyer in writing. (ii) If the Purchase Price is greater than the Estimated Purchase Price, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items then within ten (10) five Business Days of engagementthe final determination of the Final Post-Closing Adjustment, Buyer shall pay the Final Post-Closing Adjustment to Seller by means of a wire transfer of immediately available funds to the extent reasonably practicable. The fees Seller Escrow Account and Buyer and Seller shall deliver joint written instructions to the Escrow Agent directing the Escrow Agent to disburse the Adjustment Escrow Amount to the Seller Escrow Account (for the benefit of any such accounting firm shall be divided equally between the Seller and PurchaserParties) in accordance with the terms of the Escrow Agreement. (ciii) On Any post-Closing payment by Buyer or before 12:00 noonthe Seller Parties under this Agreement, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute including pursuant to this Section 3.3(b)2.7, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser be treated as an amount in U.S. dollars equal adjustment to the amount of such excessPurchase Price, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments unless a contrary treatment is required by Section 3.4 shall be made contemporaneously with the foregoing paymentApplicable Law.

Adjustment of Purchase Price. (ai) On or before 12:00 noon, Eastern time, on the thirtieth As soon as practicable (30thbut in no event later than ninety (90) calendar day following days after the Closing Date), Seller Purchaser shall deliver to Purchaser the Final Closing Statement and shall make available Sellers’ Representative an unaudited balance sheet for the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination Company dated as of the Adjusted Payment Amount Closing Date (the “Closing Balance Sheet”) which shall include a calculation of Working Capital for the Company as of the Closing Date. The Closing Balance Sheet shall be prepared in accordance with GAAP as in effect on the Closing Date. The Closing Balance Sheet shall become final and binding on the parties hereto on Purchaser and the thirtieth Sellers unless either party gives written notice of disagreement (30th“Notice of Disagreement”) calendar day after receipt within thirty (30) days following delivery by Purchaser of the Final Closing Statement, unless Balance Sheet. Any such Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties Sellers are unable to resolve the disputed items disagreements with respect to the Closing Balance Sheet within ten thirty (1030) days following the issuance of the Notice of Disagreement, they shall refer the remaining differences to a certified public accounting firm mutually agreeable to the parties (the “CPA Firm”), which acting as experts and not as arbitrators, shall determine only with respect to the remaining differences so submitted, whether and to what extent, if any, the Working Capital as calculated based on the Closing Balance Sheet requires adjustment. Purchasers and the Sellers’ Representative shall direct the CPA Firm to use its best efforts to render its determination within thirty (30) days after the date the CPA Firm is selected. The CPA Firm’s determination shall be conclusive and binding upon the Purchaser and the Sellers. The fees and disbursements of the CPA Firm shall be paid by the party whose position regarding the Closing Balance Sheet is not consistent with the CPA Firm’s determination; provided, however, that in the event neither party’s position regarding the Closing Balance Sheet was consistent with the CPA Firm’s determination such fees and disbursements will be shared equally by the parties. The Working Capital amount that becomes final and binding on Purchaser and the Sellers under this Section 2.03(b) shall be referred to herein as the “Final Closing Working Capital.” (ii) After the calculation of the Final Closing Working Capital, the Purchase Price shall be adjusted and payments shall be made as follows, not later than five (5) Business Days following the determination of the receipt by Seller Final Closing Working Capital: (A) If the Final Closing Working Capital is less than the Pre-Closing Working Capital, then the Escrow Agent shall return and deliver to Purchaser out of notice the Escrow Fund a dollar amount of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, cash equal to the extent reasonably practicable. The fees difference in excess of any such accounting firm shall be divided equally between Seller and Purchaser$250,000. (cB) On or before 12:00 noon, Eastern time, on If the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount Final Closing Working Capital exceeds the Estimated Payment AmountPre-Closing Working Capital, Seller shall pay to Purchaser an amount in U.S. dollars equal to then the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount the Escrow Agent in U.S. dollars equal to cash the amount difference in excess of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment$250,000.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally apportioned between Seller and PurchaserPurchaser in the same proportion that the aggregate dollar amount of the items unsuccessfully disputed or defended, as the case may be, by each (as finally determined by the independent accounting firm) bears to the total amount of the disputed items. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, noon California time on the thirtieth (30th) calendar day following the Closing Date (the “Adjustment Date”), Seller shall deliver to Purchaser the Final Closing Statement and shall make available the such work papers, schedules and other supporting data used as may be reasonably requested by Seller to calculate and prepare the Final Closing Statement Purchaser to enable Purchaser it to verify the amounts set forth in the Final Closing Statement. The Final Closing Statement shall also set forth the Adjusted Payment Amount. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of written notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected the Accounting Firm; provided, however, that in the event the fees of the Accounting Firm, as estimated by mutual agreement such firm, would exceed fifty percent (50%) of the net amount in dispute, the parties agree that the Accounting Firm will not be engaged by either party and that such net amount in dispute will be equally apportioned between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm The Accounting Firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of the Accounting Firm shall be final and binding on the parties hereto. The fees of any such accounting firm the Accounting Firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, noon California time on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section subsection 3.3(b)) above, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. Buyer shall cause to be prepared and delivered to the Shareholders a consolidated balance sheet of the Company as of the date hereof (athe AFinal Balance Sheet@) On within 60 days after the date hereof, which balance sheet will be prepared in accordance with generally accepted accounting principles, consistently applied in all respects (which shall not include any reserve or before 12:00 noonaccruals for employee termination costs). Buyer and the Shareholders shall jointly review the Final Balance Sheet, Eastern time, and endeavor in good faith to resolve all disagreements regarding the entries thereon and reach a final determination thereof within 90 days from the date hereof. In the event that the parties cannot agree on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver entries to Purchaser be placed on the Final Closing Statement and shall make available Balance Sheet, the work papers, schedules and other supporting data used dispute will be resolved by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized an independent accounting firm selected mutually agreed to by mutual the Shareholders and Buyer (such agreement between Seller and Purchaser, and such determination not to be unreasonably withheld or delayed) whose resolution shall be binding on and enforceable against the parties hereto. Within 10 days of reaching such final and binding. Such accounting firm determination, the following adjusting payments shall be instructed made: (1) If the sum of (A) the Final Net Current Value of the Company (defined below) plus (B) any amounts spent by the Company as capital expenditures used to resolve expand the disputed items within ten Company=s business (10the ACapital Expenditure Amount@) Business Days exceeds $0.00, Buyer shall pay to the Shareholders the amount of engagementsuch excess (the ACash Adjustment Payment@); or (2) If the sum of (A) the Final Net Current Value of the Company plus the Capital Expenditure Amount is less than $0.00, the Shareholder shall pay to Buyer the amount of such difference. The term AFinal Net Current Value of the Company@ means the dollar value of the amount by which the ATotal Current Assets@ (excluding ACash Value-Life Insurance@) as recorded on the Final Balance Sheet exceeds the ATotal Current Liabilities@ as recorded on the Final Balance Sheet. In determining the Final Net Current Value of the Company, the Buyer shall have the option to either acquire and pay for the uncollected receivables listed on Schedule 2.1.6 or assign such uncollected receivables to Sellers and, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noonso assigned, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount assigned uncollected receivables shall be deducted from the Closing Date to but excluding Net Current Value of the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentCompany.

Adjustment of Purchase Price. The Purchase Price shall be adjusted, upwards or downwards, as follows: (a) On For the purposes of this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or before 12:00 noonnegative, Eastern timeequal to (i) the amount of the Working Capital Adjustment, on the thirtieth plus (30thii) calendar day following the Closing DateCash as finally determined pursuant to Section 2.04 minus the Closing Date Cash Advance Payment, Seller shall deliver plus (iii) the Estimated Transaction Expenses minus the Closing Transaction Expenses as finally determined pursuant to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementSection 2.04. (b) The determination of If the Adjusted Payment Net Adjustment Amount is positive, the Purchase Price shall be final and binding on adjusted upwards in an amount equal to the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing StatementNet Adjustment Amount. In such event, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days after the Working Capital Adjustment, the Closing Cash and the Closing Transaction Expenses have been determined pursuant to Section 2.04 Seller and Buyer shall amend the Loan Agreement to provide that the principal amount of the receipt by Seller Term Loan be equal to the original amount of notice the Term Loan prior to such amendment plus the Net Adjustment Amount. Interest on the Term Loan shall accrue from the Closing Date on the principal amount determined pursuant to this Section. (c) If the Net Adjustment Amount is negative (in which case the “Net Adjustment Amount” for purposes of such disagreement, such items in dispute this clause (and only such itemsc) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaserdeemed to be equal to the absolute value of such amount), and such determination the Purchase Price shall be final and bindingadjusted downwards in an amount equal to the Net Adjustment Amount. Such accounting firm shall be instructed to resolve the disputed items In such event, within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a disputeWorking Capital Adjustment, the date of Closing Cash and the resolution of the dispute Closing Transaction Expenses have been determined pursuant to Section 3.3(b), if 2.04 Seller and Buyer shall amend the Adjusted Payment Amount exceeds Loan Agreement to provide that the Estimated Payment Amount, Seller shall pay to Purchaser an principal amount in U.S. dollars of the Term Loan be equal to the original amount of the Term Loan prior to such excess, plus interest amendment minus the Net Adjustment Amount. Interest on such excess amount the Term Loan shall accrue from the Closing Date on the principal amount determined pursuant to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentthis Section.

Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment, as of 11:59 p.m. (aSt. Louis, central time) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller to, among other things, reflect, in accordance with GAAP, the principle that all revenues and refunds, and all costs, expenses and liabilities, attributable to the operation of the Systems for any period prior to such time on the Closing Date are for the account of Sellers, and all revenues and refunds, and all costs, expenses and liabilities (other than liabilities and obligations under contracts or other obligations of Sellers that Buyer does not assume) attributable to the operation of the Systems from and after such time on the Closing Date are for the account of Buyer. All such adjustments shall deliver be allocated to Purchaser the Final Closing Statement particular System and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare which they relate. The adjustments to be made to the Final Closing Statement Purchase Price pursuant to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (bthis Section 3.3(a) The determination shall consist of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser following: an increase or decrease, as of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution Closing, in that portion of the dispute pursuant Purchase Price relating to Section 3.3(ba Seller by the amount such Seller's total liabilities with respect to a System are in excess of (in which the case the Purchase Price will be decreased), if or less than (in which case the Adjusted Payment Amount exceeds purchase price will be increased), the Estimated Payment AmountSeller's current asset with respect to a System, Seller shall pay to Purchaser including the accounts receivable but excluding supplies and inventory; an increase in the Purchase Price by an amount equal to all prepaid items relating to the ownership or operation of the Seller's Assets or the Seller's Systems and for which Buyer will receive a benefit after the Closing, which prepaid items shall be prorated between a Seller and Buyer as of the Closing Date on the basis of the period covered by the respective prepayment, and shall be deemed to include, without limitation, all such prepaid items attributable to: real and personal property taxes and assessments levied against the Assets; real and personal property rentals; pole rentals; and power and utility charges; and a decrease in U.S. dollars the Purchase Price by an amount equal to the sum of: the amount of such excessall subscriber prepayments, plus interest on such excess amount from credit balances and deposits held by a Seller as of the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal with respect to the amount Seller's Systems; all accrued and unpaid expenses relating to the ownership or operation of such excessthe Seller's Assets and the Seller's Systems, plus interest on such excess amount from including accrued and unpaid real and personal property taxes, franchise fees (which accrued and unpaid expenses shall be prorated between a Seller and Buyer as of the Closing Date on the basis of the period to but excluding which the payment daterespective expense relates, at the Federal Funds Rate. Any payments required by Section 3.4 and shall be made contemporaneously with deemed to include, without limitation, accrued and unpaid expenses of the foregoing payment.kind itemized in Section 3.3(a)(iii)(A) above);

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day Within 60 days following the Closing Date, Seller the Purchaser shall prepare and deliver to Purchaser the Final Sellers’ Representative: (i) the Closing Statement Date Financial Statements prepared in accordance with GAAP consistent with the methodology used in the Annual Unaudited Financial Statements; (ii) the calculation of the Closing Cash, Closing Indebtedness, Closing Transaction Expenses and shall make available the work papersClosing Working Capital, schedules and other supporting data in a manner consistent with the method used by Seller to calculate and prepare the Final items as delivered by the Sellers’ Representative under Section 2.2(b) based on such Closing Statement to enable Purchaser to verify Date Financial Statements; and (iii) the amounts set forth in calculation of the Final Purchase Price (collectively, the “Closing StatementCalculation”). (b) The determination Sellers shall provide the Purchaser and its Representatives access, upon every reasonable request, to all work papers and accounting books and records relating to the Acquired Entities in the possession of the Adjusted Payment Amount shall be final and binding on Sellers or their Representatives, to assist the parties hereto on Purchaser in the thirtieth (30th) calendar day after receipt by Purchaser preparation of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserCalculation. (c) On or before 12:00 noon, Eastern time, on After delivery of the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a disputeClosing Calculation, the date Purchaser shall provide the Sellers’ Representative access, upon every reasonable request, to all work papers of the resolution Purchaser, accounting books and records of the dispute pursuant Acquired Entities and the appropriate personnel to Section 3.3(b)verify the accuracy, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal presentation and other matters relating to the amount Closing Calculation and the preparation of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal Financial Statements. (d) The Sellers’ Representative may object to the amount of such excess, plus interest on such excess amount Closing Calculation by written notice from the Closing Date Sellers’ Representative to but excluding the payment datePurchaser within thirty (30) days following receipt thereof, at which notice shall specify in reasonable detail, to the Federal Funds Rate. Any payments required by Section 3.4 extent possible, those items or amounts as to which the Sellers’ Representative objects (the “Objection Notice”) and the Parties shall be made contemporaneously with the foregoing payment.deemed to have agreed upon all other items and amounts contained in such Closing Calculation which are not impacted by items or amounts objected to in the

Adjustment of Purchase Price. (a) On Except as otherwise set forth in the LMA, all operating income and operating expenses of the Station that are included in the Station Assets shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Station on or before 12:00 noon, Eastern time, 11:59 p.m. on the thirtieth day immediately preceding the Closing Date (30ththe “Effective Time”) calendar day shall be for the account of Seller, and all income and expenses attributable to the operation of the Station after the Effective Time shall be for the account of Buyer. Such prorations shall include without limitation all ad valorem, real estate and other property taxes (except transfer taxes as provided by Section 14.3(b)), FCC regulatory fees, music and other license fees, utility expenses, rent and other amounts under Station Agreements and similar prepaid and deferred items. Seller shall receive a credit for all of the Station’s deposits and prepaid expenses. There shall be no proration or adjustment for any imbalance in the value of rights and obligations under trade, barter or similar agreements for the sale of time for goods or services. (b) To the extent not inconsistent with the express provisions of this Agreement, the allocations made pursuant to this Section 2.7 shall be made in accordance with generally accepted accounting principles. (c) Prorations and adjustments shall be made at Closing to the extent practicable. For purposes of making the final adjustments pursuant to this Section, Buyer shall prepare and deliver an initial Adjustment List to Seller within forty five (45) days following the Closing Date, or such later date as shall be mutually agreed to by Seller and Buyer. The Adjustment List(s) shall set forth the Adjustment Amount. If the Adjustment Amount is a credit to the account of Buyer, Seller shall deliver pay such amount to Purchaser Buyer within five (5) Business Days of receiving the Final Closing Statement Adjustment List(s) if both parties agree on the amount, and if the Adjustment Amount is a charge to the account of Buyer, Buyer shall make available pay such amount to Seller within five (5) Business Days of delivering the work papersAdjustment List(s) to Seller if both parties agree on the amount. In the event Seller disagrees with the Adjustment Amount determined by Buyer or with any other matter arising out of this subsection, schedules and other supporting data used by Buyer and Seller cannot within sixty (60) days resolve the disagreement themselves, the parties will refer the disagreement to calculate a firm of independent certified public accountants, mutually acceptable to Seller and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount Buyer, whose decision shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicableparties. The fees and expenses of any such accounting firm accountants shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, paid by the party who does not prevail on the fifth (5thdisputed matters decided by the accountants. As set Purchase Agreement KTRB(AM) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case Page 11 of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.52

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day Within 45 days following the Closing Date, Seller the Buyer shall deliver to Purchaser the Final Seller a consolidated balance sheet of the Company and the Subsidiaries (the “Closing Balance Sheet”) and a calculation of the Purchase Price and the Working Capital (collectively, with the Closing Balance Sheet, the “Purchase Price Statement”) as of the end of the business day immediately preceding the Closing Date. The Purchase Price Statement shall be prepared and the Working Capital shall be determined on a consolidated basis in accordance with GAAP, except for the exceptions described on the GAAP Exceptions Schedule and shall not include any changes in assets or liabilities as a result of purchase accounting adjustments and with respect to inventory, will include the book to physical difference calculated as set forth on the Inventory Procedures Schedule. The Parties agree that the purpose of preparing the Purchase Price Statement and determining the Working Capital contemplated by this Section 1.03 is to measure changes in the Working Capital, and hereby agree that there shall make available not be introduced any different accounting methods, principles, classifications or estimation methodologies from such accounting methods, principles, classifications or estimation methodologies used in calculating the work papers, schedules Minimum Working Capital and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts Maximum Working Capital as set forth in on the Final Closing StatementNet Working Capital Schedule1, for the purpose of preparing the Purchase Price Statement or determining the Working Capital. (b) The During the 30-day period immediately following the Seller’s receipt of the Purchase Price Statement, the Seller shall be permitted to review the Buyer’s working papers and the underlying accounting records related to the preparation of the Purchase Price Statement and determination of the Adjusted Payment Amount Purchase Price. The Buyer shall cooperate and provide prompt access to the Company’s books and records and relevant personnel (including third party consultants and 1 For the avoidance of doubt, the Post-1999 Inventory Saleability Reserve shall be calculated in accordance with the GAAP Exceptions Schedule. accountants), in each case as reasonably requested by the Seller in connection with the Seller’s review of the Purchase Price Statement. The Purchase Price Statement and Purchase Price shall become final and binding upon the Parties 30 days after the Seller’s receipt of the Purchase Price Statement, unless the Seller shall give written notice of its disagreement (a “Notice of Disagreement”) to the Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. If a timely Notice of Disagreement is received by the Buyer, then the Purchase Price Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earliest of (x) the date the Parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Accounting Firm (defined below). During the 30 days following delivery of a Notice of Disagreement, the parties shall seek in good faith to resolve in writing any differences which they have with respect to the matters specified in the Notice of Disagreement. Following delivery of a Notice of Disagreement the Buyer and its agents and representatives shall be permitted to review the Seller’s and its agents’ and representatives’ working papers relating to the Notice of Disagreement. (c) At the end of the 30-day period referred to above, either Buyer or Seller may retain Ernst & Young LLP to resolve all remaining disputed items, or if Ernst & Young LLP is unable or unwilling to act as the accounting firm to resolve the remaining disputed items, the Buyer and the Seller shall mutually select a nationally recognized accounting firm (other than the Buyer’s and the Company’s accountants prior to the Closing) (the “Accounting Firm”). The Parties shall submit to the Accounting Firm for review and resolution of all matters (but only such matters) that remain in dispute. The Parties shall instruct the Accounting Firm to select one of its partners experienced in purchase price adjustment disputes to make a final determination of the Purchase Price calculated with reference to the amounts that are in dispute. The Parties will cooperate with the Accounting Firm during the term of its engagement. The Parties shall also instruct the Accounting Firm to make its determination based solely on written submissions by the Buyer and the Seller which are in accordance with the guidelines and procedures set forth in this Agreement (i.e. not on the basis of an independent review). The Accounting Firm may, at its discretion, request additional information and each Party shall have the right to respond to inquiries of the Accounting Firm, by way of additional documents, materials or other information. The Purchase Price Statement and the determination of the Purchase Price shall become final and binding on the parties hereto Parties on the thirtieth date the Accounting Firm delivers its final resolution in writing to the Parties (30th) calendar day after receipt which final resolution shall be requested by Purchaser the Parties to be delivered not more than 45 days following submission of such disputed matters), absent manifest clerical errors or fraud. The final resolution will be a reasoned resolution setting forth the Accounting Firm’s reasoning in reaching its determination. The fees and expenses of the Final Closing StatementAccounting Firm shall be allocated between Buyer, unless Purchaser shall notify Seller in writing on the one hand, and the Seller, on the other hand, based upon the percentage which the portion of its disagreement with any the contested amount included therein or omitted therefrom, in which casenot awarded to each Party bears to the amount actually contested by such Party. As an example and for illustrative purposes only, if the parties are unable to resolve Buyer contends that there should be a Purchase Price decrease of $1,000,000, the disputed items within ten (10) Business Days Seller contends that there should be no Purchase Price increase and the Accounting Firm determines that there should be a Purchase Price decrease of $300,000, then the Buyer shall pay 70% of the receipt by fees and expenses of the Accounting Firm and the Seller of notice shall pay 30% of such disagreement, such items in dispute (fees and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserexpenses. (cd) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute The Purchase Price as finally determined pursuant to this Section 3.3(b), if 1.03 is referred to as the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment“Final Purchase Price.”

Adjustment of Purchase Price. As regards the first thirty (a30) On or before 12:00 noon, Eastern time, on days (ending as of twelve o’clock midnight of the thirtieth (30th) calendar day following of delay) of delay in delivery of the Closing Vessel no adjustment shall be made and the Purchase Price shall remain unchanged. If the delivery of the Vessel is delayed more than thirty (30) days after the Delivery Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papersthen, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. such event, beginning at twelve o’clock midnight (bJapan time) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt the Delivery Date, the Purchase Price shall be reduced by Purchaser deducting therefrom the sum of Twenty Thousand Dollars ($20,000) for each day of delay thereafter. However, the total reduction in the Purchase Price shall not be more than as would be the case for a delay of one hundred and fifty (150) days, counting from midnight of the Final Closing Statementthirtieth (30th) day after the Delivery Date at the above specified rate of reduction, unless Purchaser that is at a total reduction of Three Million Dollars ($3,000,000.-). If the delay in delivery of the Vessel should continue for a period of one hundred and fifty (150) days from twelve o’clock midnight (Japan time) of the thirtieth (30th) day after the Delivery Date, then in such event, and after such period has expired, the Buyers may, at any time thereafter, at their option rescind this Agreement whereupon the provision of Clause 18 shall notify Seller apply. The Sellers may, at any time after the expiration of the aforementioned one hundred and eighty (180) days of delay in delivery, if the Buyers has not served notice of rescission as provided in this Clause hereof, demand in writing of its disagreement with any amount included therein or omitted therefromthat the Buyers shall make an election, in which casecase the Buyers shall, within fifteen (15) days after such demand is received by the Buyers, notify the Sellers of their intention either to rescind this Agreement or to consent to the acceptance of the Vessel at an agreed future date; it being understood by the parties hereto that, if the parties are unable to resolve Vessel is not delivered by such agreed future date, the disputed items within ten (10) Business Days Buyers shall have the same right of rescission upon the same terms and conditions as hereinabove provided. In calculating delay in delivery of the receipt by Seller of notice of such disagreement, such items Vessel under this Clause 21 any Permissible Delays (as defined in dispute (and only such itemsClause 33 hereof) shall not be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchasertaken into account. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (ai) On Prior to the Closing Date, Seller shall deliver to Parent a statement, certified by the President or before 12:00 noonChief Financial Officer of Seller (the "Estimated Statement"), Eastern timesetting forth in reasonable detail Seller's estimate of the Net Asset Value as of September 30, 1997. The Estimated Statement shall be prepared in accordance with GAAP applied in a manner consistent with the balance sheet contained in the Net Assets Statement. The Purchase Price payable at Closing in accordance with Section 1.05 shall be adjusted upward or downward, as the case may be, by 80.1% of the amount by which the Net Asset Value set forth on the thirtieth Estimated Statement shall be greater or less than US$40,000,000. (30thii) calendar day Within ninety (90) days following the Closing Date, Seller shall deliver to Purchaser Parent a statement, audited by Arthur Andersen XXX, sexxxxx forth in reasonable detail the Final Net Asset Value as of September 30, 1997 (the "Closing Statement"), which statement shall be prepared in accordance with GAAP applied in a manner consistent with the balance sheet contained in the Net Assets Statement. Parent and its Representatives (including without limitation a firm of independent public accountants selected by Parent ("Parent's Accountants")) shall be afforded the opportunity to participate in and observe the preparation of the Closing Statement; and, following the delivery of the Closing Statement to Parent, Parent and its Representatives shall have full access at all reasonable times to all of the financial records of Seller, and all workpapers of Arthur Andersen LLX, xxx xxx purpose of reviewing and examining the Closing Statement and shall make available the work papers, schedules and other supporting data used by audit thereof. Unless Parent provides specific written notice to Seller of an objection to calculate and prepare the Final Closing Statement to enable Purchaser to verify before the amounts set forth in the Final Closing Statement. (b) The determination close of the Adjusted Payment Amount shall be final and binding on the parties hereto business on the thirtieth (30th) calendar day Business Day after Parent's receipt by Purchaser of thereof, the Closing Statement shall then become binding upon Parent, and shall be the "Final Closing Statement," and such Business Day shall be the "Final Closing Statement Date". If Parent, unless Purchaser by written notice to Seller before the close of business on such Business Day, objects to the Closing Statement, then those aspects as to which the objection was made shall notify not become binding, Parent and Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which caseshall discuss such objection and, if they reach written agreement amending the parties are unable Closing Statement, then the Closing Statement, as amended by such written agreement, shall then become binding upon Parent and Seller, and shall be the "Final Closing Statement," and the date of such written agreement shall be the "Final Closing Statement Date". If Parent and Seller do not reach such written agreement within thirty (30) days after Parent gives such notice of objection, then those aspects as to which such objection was made shall be submitted to a mutually agreed firm of certified public accountants (whose fees shall be paid equally by Parent and Seller) who shall resolve the disputed items dispute and submit a written statement of such resolution, which statement, when delivered to Parent and to Seller, shall then become binding upon Parent and Seller, and shall, together with those aspects of the Closing Statement as to which no objection was made, be the "Final Closing Statement". The second Business Day after the date of which such statement is delivered to Parent and to Seller shall be the "Final Closing Statement Date". (iii) To the extent the Net Asset Value set forth on the Closing Statement is less than the Net Asset Value set forth on the Estimated Statement, Seller shall, within ten five (105) Business Days of the receipt by Seller of notice Final Closing Statement Date, pay 80.1% of such disagreementamount to Parent in US dollars by wire transfer of immediately available funds. To the extent the Net Asset Value set forth on the Closing Statement is greater than the Net Asset Value set forth on the Estimated Statement, such items in dispute Parent shall, within five (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (105) Business Days of engagementthe Final Closing Statement Date, pay 80.1% of such amount to the extent reasonably practicable. The fees Seller in US dollars by wire transfer of any such accounting firm shall be divided equally between Seller and Purchaserimmediately available funds. (civ) On or before 12:00 noon, Eastern time, on The fees and expenses incurred in connection with the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date audit of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Closing Statement by Arthur Andersen LLX xxxxl xx xxxxed equally by Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentand Parent.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller Purchaser shall deliver pay $8,500,000 (Eight Million Five Hundred Thousand Dollars) of the Purchase Price to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementSeller. (b) The determination Purchase Price shall be adjusted dollar-for-dollar for any reduction in, or increase in, the net worth of the Adjusted Payment Amount shall be final and binding Company (as defined hereinafter) between (i) the net worth of $1,996,000 (One Million, Nine Hundred Ninety-Six Thousand Dollars) stated on the parties hereto on Recast Balance Sheet (as hereinafter defined) and (ii) the thirtieth (30th) calendar day after receipt by Purchaser net worth of the Company as at the Closing Date as determined in accordance with the principles set forth in Section 2.3 (the "Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserNet Worth"). (c) Within 90 days after the Closing Date, financial statements as at the Closing Date (the "Closing Date Financial Statement") shall be prepared by the Purchaser (or the Purchaser shall cause the Company to prepare such Closing Date Financial Statement in accordance with this Section) pursuant to the principles set forth in Section 2.3. On or before 12:00 noonthe basis of the Closing Date Financial Statement, Eastern timePurchaser shall make a determination of the Final Net Worth of the Company (the "Purchaser's Net Worth Determination") and shall communicate it and the Closing Date Financial Statement to Seller in writing; the Closing Date Financial Statement, the Purchaser's Net Worth Determination, and Purchaser's communication thereof to Seller shall be accomplished within 90 days after Closing. If Seller disagrees with Purchaser's Net Worth Determination, Seller may so advise Purchaser within thirty days of receiving the Purchaser's Net Worth Determination, failing which the Purchaser's Net Worth Determination shall become the conclusive determination of the Final Net Worth of the Company as at the Closing Date. If Seller does advise Purchaser that he disagrees with Purchaser's Net Worth Determination, the Parties shall endeavor to reach agreement on the fifth (5th) Business Day after Final Net Worth of the Adjusted Payment Amount Company; in such a case the Seller may hire a certified public accountant of his own choosing to conduct an additional audit. If the Parties cannot agree on the Final Net Worth of the Company, an independent certified public accountant shall have become be selected by the Parties, and such independent certified public accountant's determination of the Final Net Worth of the Company shall be conclusive, final and binding or, in on both Parties. Any such independent certified public accountant's costs and fees shall be shared equally by the case of a dispute, the date of the resolution of the dispute pursuant Parties. (d) Subject to Section 3.3(b)16.3, if the Adjusted Payment Amount exceeds Final Net Worth of the Estimated Payment Amount, Seller shall pay to Purchaser an amount Company is in U.S. dollars equal to the amount excess of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount$1,996,000, Purchaser shall pay to Seller an amount in U.S. dollars equal the difference within 10 days after the conclusive determination pursuant to the amount provisions of Section 2.2(c) of the Final Net Worth of the Company; provided, however, that if such excessconclusive determination indicates the net worth of the Company to be less than 1,996,000 (One Million Nine Hundred Ninety-Six Thousand Dollars), plus interest on such excess amount from then Seller shall pay the Closing Date difference to but excluding Purchaser within 10 days. (e) When Purchaser shall have (i) made the payment datecalled for by Section 2.2(a), at the Federal Funds Rate. Any payments (ii) made any payment required by Section 3.4 2.2(d), and (iii) made any payment required by the last sentence of Section 16.4, Purchaser's entire obligation under this Agreement with respect to the Purchase Price shall be made contemporaneously with have been satisfied. (f) For the foregoing paymentpurposes of this Agreement, the term "Recast Balance Sheet" means the recast balance sheet of the Company as at September 30, 1995, as prepared by Geneva Capital Markets, Inc., which is attached hereto as Schedule 3.9(B).

Adjustment of Purchase Price. (ai) On or before 12:00 noon, Eastern time, on the thirtieth As soon as practicable (30thbut in no event later than ninety (90) calendar day following days) after the Closing Date, Seller Sellers shall deliver to Purchaser an unaudited balance sheet for the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination Company dated as of the Adjusted Payment Amount Closing Date (the "CLOSING BALANCE SHEET") which shall include Working Capital for the Sellers as of the Closing Date. The Closing Balance Sheet shall be prepared in accordance with GAAP as in effect on the Closing Date. The Closing Balance Sheet shall become final and binding on the parties hereto on the thirtieth Purchaser and Sellers unless either party gives written notice of disagreement (30tha "NOTICE OF DISAGREEMENT") calendar day after receipt within thirty (30) days following delivery by Purchaser Sellers of the Final Closing Statement, unless Balance Sheet. Any such Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties and Sellers are unable to resolve the disputed items disagreements with respect to the Closing Balance Sheet within ten thirty (1030) days following the issuance of the Notice of Disagreement, they shall refer the remaining differences to a nationally recognized firm of independent public accountants (excluding any firm that presently provides, or has provided within the last three years, services to either party) as to which Purchaser and Sellers mutually agree (the "CPA FIRM"), which acting as experts and not as arbitrators, shall determine only with respect to the remaining differences so submitted, whether and to what extent, if any, the Working Capital as set forth in the Closing Balance Sheet requires adjustment. Purchaser and Sellers shall direct the CPA Firm to use its best efforts to render its determination within forty-five (45) days after the date the CPA Firm is selected. The CPA Firm's determination shall be conclusive and binding upon Purchaser and Sellers. The fees and disbursements of the CPA Firm shall be shared equally by Purchaser and Sellers. The Working Capital amount that becomes final and binding on Purchaser and Sellers under this Section 2.03(b) shall be referred to herein as the "FINAL CLOSING WORKING CAPITAL." (ii) After the calculation of the Final Closing Working Capital, the Purchase Price shall be adjusted and payments shall be made as follows, not later than five (5) Business Days following the determination of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser.Final Closing Working Capital: (cA) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds Final Closing Working Capital is more than $100,000 less than the Estimated Payment AmountPre-Closing Working Capital, Seller then the Escrow Agent shall pay return and deliver to Purchaser an amount in U.S. dollars out of Sellers Escrow Shares that number of shares of Purchaser Common Stock with a dollar value (valued at the Purchaser Average Stock Price) equal to the amount of such excessdifference. (B) if the Final Closing Working Capital is more than $100,000 greater than the Pre-Closing Working Capital, plus interest on such excess amount from then Purchaser shall transfer to the Closing Date to but excluding the payment date, Escrow Agent that number of shares of Purchaser Common Stock with a dollar value (valued at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars Average Stock Price) equal to the amount of such excessdifference. Such additional shares of Purchaser Common Stock shall increase the Escrow Amount, plus interest on such excess amount from shall be deemed to be a part of the Closing Date Escrow Fund and shall be held in escrow pursuant to but excluding the payment dateterms of the Escrow Agreement. (iii) Notwithstanding anything to the contrary in Section 2.03(b)(ii), at no adjustments to the Federal Funds Rate. Any payments required by Section 3.4 Purchase Price shall be made contemporaneously with unless the foregoing paymentdifference between the Pre-Closing Working Capital and the Final Closing Working Capital exceeds One Hundred Thousand Dollars ($100,000). In the event the $100,000 threshold is exceeded, adjustments shall be made back to the first dollar of difference between the Pre-Closing Working Capital and Final Closing Working Capital.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Within sixty (30th60) calendar day days following the Closing Date, Seller the Purchaser shall prepare and deliver to Purchaser the Final Closing Statement Shareholder the Working Capital Schedule and shall make available its calculation of the work papersWorking Capital Surplus or Working Capital Deficit, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statementif any, based thereon. (b) The Shareholder shall have thirty (30) days following receipt of the Working Capital Schedule delivered pursuant to Section 3.4(a) during which to notify the Purchaser of any dispute of any item contained therein, which notice shall set forth in detail the basis for such dispute. The Purchaser and the Shareholder shall cooperate in good faith to resolve any such dispute as promptly as possible. Upon such resolution, the Final Working Capital Schedule shall be prepared in accordance with the agreement of the Purchaser and the Shareholder and the calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon, shall be final and binding upon the Parties. In the event the Shareholder does not notify the Purchaser of any such dispute within such thirty (30)-day period or notifies the Purchaser within such period that it does not dispute any item contained therein, the Working Capital Schedule delivered pursuant to Section 3.4(a) shall constitute the Final Working Capital Schedule, and the Purchaser’s calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding upon the Parties. (c) In the event the Purchaser and the Shareholder are unable to resolve any dispute regarding the Working Capital Schedule delivered pursuant to Section 3.4(a) within fifteen (15) days following the Purchaser’s receipt of notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by one of the following accounting firms, as chosen by the Purchaser (as long as such firm is independent from the Purchaser and Seller Parties and their respective Affiliates: Deloitte, Ernst & Young, PricewaterhouseCoopers, Gxxxx Xxxxxxxx or BDO Sxxxxxx or any other firm of similar size and reputation (the “Accounting Referee”)). In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in the Working Capital Schedule as to which the Shareholder has disagreed. The Accounting Referee’s determination of the Adjusted Payment Amount Working Capital Schedule and the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding on the parties hereto on Parties. The Parties shall direct the thirtieth Accounting Referee to use commercially reasonable efforts to complete its work within thirty (30th30) calendar day after receipt by Purchaser days following its engagement. All fees and expenses of the Final Closing StatementAccounting Referee shall be shared equally by the Shareholder and the Purchaser. (d) Any payments made pursuant to this Section 3.4 shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless Purchaser shall notify Seller in writing of its disagreement with any amount included otherwise required by Law. (e) The Working Capital Schedule, the Final Working Capital Schedule and the determinations and calculations contained therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by prepared and calculated on a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve consolidated basis for the disputed items within ten (10) Business Days of engagementAcquired Companies in accordance with GAAP and, to the extent reasonably practicable. The fees consistent with GAAP, using the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) used and applied by the Acquired Companies in the preparation of the Reference Balance Sheet, except that such statements, calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated hereby, (ii) shall be based on facts and circumstances as they exist prior to the Closing and shall exclude the effect of any act, decision or event occurring on or after the Closing, (iii) shall follow the defined terms contained in this Agreement whether or not such accounting firm terms are consistent with GAAP, (iv) shall calculate any reserves, accruals or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month, and (v) shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously consistent with the foregoing paymentsample calculation set forth, and shall not include any additional line items or reserves not contained in Exhibit 3.4(e) or otherwise expressly contemplated by this Agreement.

Adjustment of Purchase Price. (a) On All operating income and operating expenses of the Business shall be adjusted and allocated between Seller and Buyer, and an adjustment in the Purchase Price shall be made as provided in this Section, to the extent necessary to reflect the principle that all such income and expenses attributable to any issue of the Publications prior to and including the Cut-Off issues shall be attributable to Seller, and all income and expenses attributable to the Publications subsequent to the Cut-Off issues shall be attributable to the Buyer, provided further that any such income and expenses which cannot be attributed to a specific issue of any Publication shall be allocated to reflect the principle that all such all such income and expenses attributable to the operation of the Business on or before 12:00 noonthe date preceding the Closing Date shall be for the account of Seller, Eastern timeand all such income and expenses attributable to the operation of the Business on and after the Closing Date shall be for the account of Buyer. A list of Cut-Off issues for each Publication is set forth in Schedule 2.6(a). The net amount by which the Purchase Price is to be increased or decreased in accordance with this Section is herein referred to as the "Adjustment Amount". (b) Without limiting the generality of the foregoing: (i) Seller shall receive a credit for the unapplied portion, as of the Closing Date, of the security deposits made by Seller under those Business Agreements assumed by Buyer at Closing in accordance with Section 2.3. (ii) Buyer shall be given a credit ("Buyer's Trade Credit") in the amount equal to the financial value (determined in accordance with generally accepted accounting principles consistently applied) of all advertisements required to be published in the Publications on or after the thirtieth Closing Date under the Trade Agreements, and Seller shall be given a credit (30th"Seller's Trade Credit") calendar for the financial value (determined in accordance with generally accepted accounting principles consistently applied) of the goods and services to be received on or after the Closing Date under the Trade Agreements; provided that Seller's Trade Credit shall in no event exceed Buyer's Trade Credit. (iii) With respect to each vacation or personal day following earned but not taken or for which compensation has not been paid by Seller to Employee in lieu of time off before the Closing Date by each Employee hired by Buyer, Buyer shall receive a credit equal to the compensation equivalent thereof, including applicable payroll taxes. (iv) The credit given Seller for each prepaid expense shall not exceed an amount commensurate with the benefit therefrom to be received by Buyer after Closing. (c) To the extent not inconsistent with the express provisions of this Agreement, the allocations made pursuant to this Section 2.6 shall be made in accordance with generally accepted accounting principles. (d) Three (3) business days prior to the Closing Date, Seller shall deliver provide Buyer with a statement setting forth a detailed computation of Seller's reasonable and good faith estimate of the Adjustment Amount as of the Closing Date (the "Preliminary Adjustment Report"). The Preliminary Adjustment Report shall include an itemization of all prepaid expenses included in estimating the Adjustment Amount as of the Closing Date. If the Adjustment Amount reflected on the Preliminary Adjustment Report is a credit to Purchaser Buyer, then the Final Purchase Price payable on the Closing Statement Date shall be reduced by the amount of the preliminary Adjustment Amount, and if the Adjustment Amount reflected on the Preliminary Adjustment Report is a charge to Buyer, then the Purchase Price payable on the Closing Date shall make available be increased by the work papersamount of such preliminary Adjustment Amount. Thereafter, schedules Seller and other supporting data used by its auditors and Buyer and its auditors shall have ninety (90) days after the Closing Date to review the Preliminary Adjustment Report and the related books and records of Seller, and Buyer and Seller will in good faith seek to calculate reach agreement on the computation of the Adjustment Amount as of the Closing Date. If agreement is reached within ninety (90) days after the Closing Date, then upon reaching such agreement, Seller shall pay to Buyer or Buyer shall pay to Seller, as the case may be, an amount equal to the difference between (i) the agreed Adjustment Amount and prepare (ii) the Final Closing Statement to enable Purchaser to verify the amounts set forth preliminary Adjustment Amount indicated in the Final Closing StatementPreliminary Adjustment Report. Any such payment shall be made as provided in Section 2.6(g). If agreement is not reached within such 90-day period, then the dispute resolutions of Section 2.6(e) shall apply. (be) The If Seller and its auditors and Buyer and its auditors do not, within the 90-day period specified in Section 2.6(d), reach an agreement on the Adjustment Amount as of the Closing Date, then an independent accounting firm of recognized national standing (the "Arbitrating Firm") selected by Seller and Buyer shall resolve the disputed items. If Seller and Buyer are unable to agree on the Arbitrating Firm, the Arbitrating Firm shall be a "national" accounting firm selected by lot (after excluding one firm designated by Seller and one firm designated by Buyer, as well as any firm with which either party has or has had a business relationship, which relationship shall be promptly disclosed by the relevant party). Buyer and Seller shall each inform the Arbitrating Firm in writing as to their respective positions concerning the Adjustment Amount as of the Closing Date, and each shall make readily available to the Arbitrating Firm any books and records and work papers relevant to the preparation of such firm's computation of the Adjustment Amount. Such firm shall be instructed to complete its analysis within thirty (30) days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Adjusted Payment Amount Adjustment Amount, and the basis for its determination. Any determination by the Arbitrating Firm in accordance with this Section shall be final and binding on the parties hereto on for purposes of this Section. Within five (5) days after the thirtieth (30th) calendar day after receipt by Purchaser Arbitrating Firm delivers to the parties its written determination of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Adjustment Amount, Seller shall pay to Purchaser Buyer, or Buyer shall pay to Seller, as the case may be, an amount in U.S. dollars equal to the amount difference between (i) the Adjustment Amount as determined by the Arbitrating Firm and (ii) the preliminary Adjustment Amount indicated in the Preliminary Adjustment Report. Any such payment shall be made as provided in Section 2.6(g). (f) Seller and Buyer shall each pay one-half of such excess, plus interest on such excess amount from the Closing Date to but excluding fees and disbursements of the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount Arbitrating Firm in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. connection with its analysis. (g) Any payments required by Section 3.4 under foregoing Subsection (d) or (e) shall be paid by wire transfer in immediately available funds to the account of the payee with a financial institution in the United States and shall for all purposes be deemed an adjustment to the Purchase Price; provided however, that if such payment is to be made contemporaneously with to Buyer, Buyer may setoff such amount against the foregoing paymentHoldback.

Adjustment of Purchase Price. (a) On or before 12:00 noonThe parties hereto acknowledge and agree that the purchase price for the Shares is based upon the assumption that, Eastern time, on the thirtieth (30th) calendar day following as of the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination accounts receivable of the Adjusted Payment Amount shall be final and binding Corporation will result in collections of at least $904,270 during the eight month period beginning on the parties hereto Effective Date and that the total liabilities of the Corporation as of the Effective Date (including all Excluded Liabilities, as defined in Section 4(g) below) to which the Corporation is subject as of the Effective Date or which are based upon the business or activities of the Corporation on or before the Effective Date (and which are not otherwise satisfied by the Shareholders) will be not more than $2,172,095. In the event that either (i) $904,270 is in excess of the total collections on the thirtieth Corporation's Effective Date accounts receivable during the eight month period following the Effective Date or (30thii) calendar day after receipt by Purchaser the amount of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if Corporation's Effective Date liabilities attributable to business conducted by the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On Corporation on or before 12:00 noonthe Closing Date (including any Excluded Liabilities that are not satisfied by the Shareholders, Eastern time, on but not including any operating expenses based upon the fifth (5th) Business Day contracts listed in Schedule 4 that accrue after the Adjusted Payment Amount shall have become final and binding orClosing Date, e.g., lease payments under the Lease that are due after the Closing Date) to which the Corporation is subject or otherwise is required to pay is in the case excess of a dispute$2,172,095, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount then in U.S. dollars equal to either event the amount of such excessexcess shall reduce the purchase price. Any such reduction shall first be offset against the next quarterly installment payments of the purchase price coming due pursuant to Section 2(b) above and, plus interest thereafter, shall be payable by the Sellers to Buyer on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal a pro rata basis according to the number of Shares held by each Seller as compared to the total number of Shares acquired by Buyer; provided, however, that the aggregate amount of all adjustments pursuant to this Section 2(c) shall not exceed $2,400,000. During the eight month period referred to in clause (i) above, each Seller shall have the right to monitor the collection of the accounts receivable referred to in this Section 2(c) and to take all reasonable actions as they deem necessary to assist the Corporation in tie collection of such excessreceivables. In order to facilitate such monitoring and collection, plus interest on the Corporation shall prepare and provide Sellers with a monthly report of the collection of such excess amount from receivables and shall provide access to Sellers to pertinent account information. As soon as is reasonably practicable after the Closing end of the eight month period referred to in clause (i) above, Buyer shall cause the Corporation to prepare and provide to Sellers a report showing the collected and uncollected Effective Date to but excluding accounts receivable and the payment date, at Effective Date liabilities paid as of the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentend of such eight month period.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern Central time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern Central time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.a

Adjustment of Purchase Price. (a) On or before 12:00 noonAt least three (3) Business Days prior to the Closing, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser (x) the Final Closing Statement Flow of Funds Memorandum and shall make available a statement (the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final “Preliminary Closing Statement.”) setting forth, as applicable, the Seller’s and the Company’s good faith estimate of (i) the Working Capital as of the Reference Time (the “Estimated Working Capital”), (ii) the Cash as of the Reference Time (the “Estimated Cash”), (iii) the Estimated Seller Expenses, (iv) the Estimated Closing Indebtedness, and (v) the resulting calculation of the Estimated Purchase Price, and (x) reasonable supporting information in preparation of the estimates of each component of the Estimated Purchase Price or, with respect to Company Transaction Expenses, invoices or (b) The As soon as practicable, and in any event within one hundred (100) calendar days after the Closing, Purchaser shall prepare or cause to be prepared and delivered to the Seller a statement (the “Closing Statement”) setting forth Purchaser’s calculations of (i) Working Capital as of the Reference Time (which for such purpose shall not be reduced by the Post-Closing Stale Receivables referenced in subparagraph (v) below), (ii) Closing Cash, (iii) Final Closing Indebtedness, (iv) Final Seller Expenses, (v) the amount of Post-Closing Stale Receivables, (vi) the final Purchase Price based on the foregoing amounts and accompanied by reasonably detailed supporting calculations and documentation and (vii) a schedule including Purchaser’s determination of the Adjusted Payment Amount Closing Stale Receivables and the Post-Closing Stale Receivables, as well as a detailed description of any changes to the A/R Credits identified on the A/R Credit Schedule. The Closing Statement shall entirely disregard (i) any and all effects on the assets or liabilities of the Company as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Purchaser or any other transaction entered into by Purchaser in connection with the consummation of the transactions contemplated hereby, and (ii) any of the plans, transactions or changes which Purchaser intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company or its business or assets, or any facts or circumstances that are unique or particular to Purchaser or any of its assets or liabilities. (c) Purchaser shall, and shall cause the Company to, grant the Seller and its authorized representatives reasonable access to all such papers and documents and all such personnel as it or its representatives may reasonably request, and the Seller shall have up to forty- five (45) days after receiving the Closing Statement to review the Closing Statement (the “Review Period”). The Seller shall deliver notice to Purchaser on or prior to the expiration of the Review Period specifying in reasonable detail all disputed items and the basis therefor. If the Seller fails to deliver such notice by such date, the Seller and the Principal Seller Members shall have waived their right to contest the Closing Statement. If the Seller notifies Purchaser of any objections to the Closing Statement, the parties shall, within twenty (20) Business Days following the date of such notice (the “Resolution Period”), attempt to resolve their differences and any written resolution by them as to any disputed amount shall be final and binding on for all purposes under this Agreement. (d) If at the conclusion of the Resolution Period the parties hereto have not reached an agreement on any objections with respect to the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless then all amounts and issues remaining in dispute shall be submitted by the Seller and Purchaser to the Independent Accountants for a determination resolving such amounts and issues. All fees and expenses relating to the work, if any, to be performed by the Independent Accountants shall notify be borne by Purchaser and the Seller in writing the proportion that the aggregate dollar amount of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, submitted to the extent reasonably practicable. The fees of any Independent Accountants by such accounting firm shall be divided equally between Seller and Purchaser. party that are unsuccessfully disputed by such party (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.as

Adjustment of Purchase Price. (a) On or before 12:00 noonThe Purchase Price shall be subject to adjustment, Eastern as of 12:01 a.m. (New York City time, ) on the thirtieth Closing Date, to reflect, in accordance with generally accepted accounting principles, the principle that all revenues and refunds, and all costs, expenses and liabilities, attributable to the CATV Operations for any period prior to such time on the Closing Date are for the account of Seller and all revenues and refunds, and all costs, expenses and liabilities (30thother than liabilities and obligations under contracts or other obligations of Seller that Buyer does not assume) calendar day following attributable to the CATV Operations on or after the Closing Date are for the account of Buyer. The adjustments to be made to the Purchase Price pursuant to this Section 2.03(a) shall consist of the following: (i) an increase in the Purchase Price by an amount equal to the sum of: (A) all prepaid items relating to the ownership or operation of any of the Sale Assets and for which Buyer will receive benefits after the Closing, which prepaid items shall be prorated between Seller and Buyer as of the Closing Date on the basis of the period covered by the respective prepayment, and shall be deemed to include, without limitation, all such prepaid items attributable to the following: real and personal property taxes and assessments levied against the Sale Assets; real and personal property rentals; pole rentals; any expenses relating to pole rearrangement and make-ready work relating to the CATV System that is performed prior to Closing, to the extent that such work relates solely to Subscribers to be added to the System on or after the Closing Date; power and utility charges; access charges; and similar items; and (B) an amount equal to 50% of the cost of relocating certain of the equipment included in the Sale Assets in accordance with Section 6.05 hereof, if such amount has not been previously paid or reimbursed by Buyer, up to a maximum aggregate increase of $5,000. (ii) a decrease in the Purchase Price by an amount equal to the sum of: (A) all Subscriber prepayments, credit balances and deposits held by Seller as of the Closing Date and retained by Seller; (B) all accrued and unpaid real and personal property taxes in respect of any of the Sale Assets (which taxes shall be prorated between Seller and Buyer as of the Closing Date on the basis of the respective period covered by any such taxes); (C) all accrued and unpaid expenses relating to the ownership or operation of any of the Sale Assets, including accrued and unpaid franchise fees (which accrued and unpaid expenses shall be prorated between Seller and Buyer as of the Closing Date on the basis of the period to which the respective expense relates, and shall be deemed to include, without limitation, accrued and unpaid expenses of the kind itemized in Section 2.03(a)(i) above); (D) all expenses relating to pole rearrangement and make- ready work relating to the CATV System of which Seller has received a notice of violation from the relevant pole company prior to the Closing Date and which has not been cured as of such date, or which Seller would normally perform, in the ordinary course of business, prior to the Closing Date and which has not been performed; (E) in the event the number of Closing Date Subscribers is less than the requisite number pursuant to Section 9.09, the product of (x) $1,740 and (y) the difference between such requisite number and the number of Closing Date Subscribers, up to a maximum aggregate decrease of $350,000; (F) the adjustment contemplated by Section 9.06, if any; (G) the unearned portion of any programming incentive payments paid to Seller prior to Closing with respect to which the Buyer is assuming the obligation to carry such programming on or after the Closing; and (H) the amount by which the PSC increases the rent to be paid by Buyer under the Headend Lease, adjusted to reflect a present value discount rate of 15%. (b) For purposes of determining the prorations and adjustments to the Purchase Price to be made as of the Closing Date pursuant to Section 2.03(a) above, Seller and Buyer shall proceed as follows: (i) Seller shall, not less than five days prior to the Closing Date, deliver to Buyer a certificate (the "Pre-Closing Certificate") which shall set forth Seller's good faith preliminary estimate of the prorations and adjustments to the Purchase Price to be made as of the Closing Date pursuant to Section 2.03(a) above, together with such documentation as may reasonably support Seller's preliminary estimate set forth therein, and the Purchase Price shall be adjusted on the Closing Date in accordance with such estimate. Seller hereby agrees that the total copyright payments owing with respect to the CATV System for the period in which the Closing occurs shall be calculated in accordance with applicable law and Seller shall pay its pro rata portion of such aggregate fees as provided in this Section 2.03(b). (ii) Within 60 days after the Closing Date, Seller shall deliver to Purchaser Buyer a certificate (the Final "Post-Closing Statement Certificate"), which shall set forth Seller's final determination of the prorations and adjustments to the Purchase Price to be made as of the Closing Date pursuant to Section 2.03(a) above, together with such documentation as may support Seller's determination thereof and such other documentation relating to such Post- Closing Certificate as Buyer may reasonably request. (iii) If Buyer shall make available in good faith conclude that the work papersPost-Closing Certificate does not accurately reflect the final prorations and adjustments to the Purchase Price to be made as of the Closing Date pursuant Section 2.03(a) above, schedules then Buyer shall, within 15 days after its receipt of the Post-Closing Certificate, provide to Seller its written statement of any discrepancies believed in good faith to exist, together with such documentation as may support Buyer's determination thereof and such other supporting data used by documentation relating to such statement as Seller may reasonably request. In connection with Buyer's review of the Post-Closing Certificate, Seller shall provide Buyer and Buyer's advisors with access to calculate all documents and prepare records in its possession or under its control which relate to the Final Closing Statement prorations and adjustments to enable Purchaser to verify the amounts Purchase Price set forth in the Final Post-Closing StatementCertificate. (biv) If Buyer and Seller cannot resolve any dispute to their mutual satisfaction within 30 days after Seller's receipt of Buyer's above- specified discrepancy statement, Buyer and Seller shall, within the 10 day period following the expiration of such 30-day period, designate a Dispute Resolution Person to review the Post-Closing Certificate, Buyer's discrepancy statement and any other relevant documents and to rule upon the differences between Buyer and Seller with respect thereto. The determination cost of retaining the Adjusted Payment Amount Dispute Resolution Person shall be final borne one-half by Buyer and one-half by Seller. The Dispute Resolution Person shall report its conclusions and ruling in writing to Buyer and Seller and such conclusions and ruling as to any adjustments to be made pursuant to this Section 2.03 shall be conclusive and binding on the all parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein to this Agreement and not subject to further dispute or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserreview. (cv) On If as a result of any resolution reached by Buyer and Seller, or before 12:00 noonany ruling made by the Dispute Resolution Person, Eastern timepursuant to clause (iv) above, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding orBuyer is finally determined to owe any amount to Seller, in the case of a disputeor Seller is finally determined to owe any amount to Buyer, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller obligor shall pay to Purchaser an such amount in U.S. dollars equal to the amount of other party hereto within three Business Days after such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentfinal determination.

Adjustment of Purchase Price. Within 60 days following the Closing Date (during which time, the Representative shall have reasonable access to the Companies’ books and records during normal business hours upon reasonable prior notice to the Buyer), the Buyer shall deliver to the Representative a combined balance sheet of the Companies (the “Closing Balance Sheet”) and a calculation of the Purchase Price, including each of the Price Components (collectively, with the Closing Balance Sheet, the “Purchase Price Statement”) as of immediately prior to the Closing, but in the case of Working Capital determined as of the end of the business day immediately preceding the Closing. The Purchase Price Statement shall be prepared and the Price Components shall be determined using the same accounting methods, policies, principles, practices and procedures as were used in preparation of the audited combined balance sheet of the Companies as of the fiscal year ended June 30, 2009 and, except as contemplated by this Agreement and the transactions contemplated hereby, shall not include any changes in assets or liabilities as a result of purchase accounting adjustments from the transaction contemplated by this Agreement. The Parties agree that the purpose of preparing the Purchase Price Statement and determining the Price Components contemplated by this Section 1.03 is to measure changes in the Working Capital, and hereby agree that Working Capital shall be determined in accordance with the Working Capital Guidelines attached hereto as Exhibit F. (a) On During the period immediately following the Representative’s receipt of the Purchase Price Statement, the Representative shall be permitted to review the Buyer’s working papers related to the preparation of the Purchase Price Statement and determination of the Price Components and the Purchase Price. The Buyer shall cooperate and provide prompt access to the Companies’ books and records and relevant personnel (including third party consultants and accountants), in each case as reasonably requested by the Representative in connection with the Representative’s review of the Purchase Price Statement. The Purchase Price Statement, Price Components and Purchase Price shall become final and binding upon the Parties 30 days after the Representative’s receipt of all reasonably necessary supporting documentation related to the Purchase Price Statement requested by the Representative (but in no event later than 60 days after Representative’s receipt of the Purchase Price Statement), unless the Representative shall give written notice of its disagreement (a “Notice of Disagreement”) to the Buyer prior to such date. If a timely Notice of Disagreement is received by the Buyer, then the Purchase Price, the Price Components and the Purchase Price Statement (as revised in accordance with clause (x) or before 12:00 noon, Eastern time, (y) below) shall become final and binding upon the Parties on the thirtieth earlier of (30thx) calendar day following the Closing Date, Seller shall deliver date the Parties resolve in writing any differences they have with respect to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth matters specified in the Final Closing StatementNotice of Disagreement or (y) the date all matters in dispute are finally resolved in writing by the Accounting Firm (defined below). During the 30 days following delivery of a Notice of Disagreement, the Buyer and the Representative shall seek in good faith to resolve in writing any differences which they have with respect to the matters specified in the Notice of Disagreement. (b) At the end of the second 30-day period referred to above, Xxxxx Xxxxxxxx, LLP shall resolve all remaining disputed items, or if Xxxxx Xxxxxxxx, LLP is unable or unwilling to act as the accounting firm to resolve the remaining disputed items, the Buyer and the Representative shall mutually select a nationally recognized accounting firm (Xxxxx Xxxxxxxx, LLP or such mutually selected firm, the “Accounting Firm”) to do so. The Buyer and the Representative shall submit to the Accounting Firm for review and resolution of all matters (but only such matters) that remain in dispute. The Buyer and the Representative shall instruct the Accounting Firm to select one of its partners experienced in purchase price adjustment disputes to make a final determination of the Adjusted Payment Amount Purchase Price calculated with reference to the amounts that are in dispute. The Buyer and the Representative will cooperate with the Accounting Firm during the term of its engagement. The Buyer and the Representative shall be instruct the Accounting Firm to not assign a value to any item in dispute greater than the greatest value for such item assigned by the Buyer, on the one hand, or the Representative, on the other hand, or less than the smallest value for such item assigned by the Buyer, on the one hand, or the Representative, on the other hand. The Buyer and the Representative shall also instruct the Accounting Firm to make its determination based solely on written submissions by the Buyer and the Representative which are in accordance with the guidelines and procedures set forth in this Agreement (i.e. not on the basis of an independent review). The Accounting Firm may, at its discretion, conduct a conference concerning the dispute, at which conference each of the Buyer and the Representative shall have the right to present additional documents, materials and other information and to have present its advisors, counsel and accountants. The Purchase Price Statement and the determination of the Purchase Price shall become final and binding on the parties hereto Parties on the thirtieth date the Accounting Firm delivers its final resolution in writing to the Buyer and the Representative (30th) calendar day after receipt which final resolution shall be requested by Purchaser the Buyer and the Representative to be delivered not more than 45 days following submission of such disputed matters), absent manifest clerical errors or fraud. The final resolution will be a reasoned resolution setting forth the Accounting Firm’s reasoning in reaching its determination. In the case of any dispute arising from this Agreement, discovery of the Final Closing StatementAccounting Firm will not be permitted and only the Accounting Firm’s work papers will be disclosed to the Buyer and the Representative. The fees and expenses of the Accounting Firm shall be allocated between Buyer, unless Purchaser shall notify Seller in writing on the one hand, and the Sellers, on the other hand, based upon the percentage which the portion of its disagreement with any the contested amount included therein or omitted therefrom, in which casenot awarded to each Party bears to the amount actually contested by such Party. As an example and for illustrative purposes only, if the parties are unable to resolve Buyer contends the disputed items within ten (10) Business Days Purchase Price is $95,000,000, the Representative contends the Purchase Price is $100,000,000 and the Accounting Firm determines that the Purchase Price is $98,000,000, then the Buyer shall pay 60% of the receipt by Seller fees and expenses of notice the Accounting Firm and the Sellers shall pay 40% of such disagreement, such items in dispute (fees and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserexpenses. (c) On or before 12:00 noon, Eastern time, on The Purchase Price as finally determined pursuant to this Section 1.03 is referred to as the fifth “Final Purchase Price.” Within five (5th5) Business Day days after the Adjusted Payment Amount shall have become final and binding or, in determination of the case of a disputeFinal Purchase Price, the date Representative shall (i) deliver to the Buyer a schedule indicating each Seller’s Final Pro Rata Share (the “Final Sellers Allocation Schedule”), (ii) apply the formula set forth on Schedule 1.02(e)(i) and deliver to the Buyer a schedule with the resulting final allocation of the resolution Purchase Price among the Sterling XX Xxxxxxx Shares, the Sterling XX Xxxxxxx Shares, the Other Liberty Propane GP Interests and the Other Liberty Propane LP Interests, and (iii) with respect to the portion of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal Purchase Price allocated to the amount Other Liberty Propane GP Interests and the Other Liberty Propane LP Interests, apply the formula set forth on Schedule 1.02(e)(ii) and deliver to the Buyer a schedule with the resulting final allocation of such excess, plus interest on such excess amount from portion of the Closing Date to but excluding Purchase Price among the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount assets of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentLiberty Propane GP and Liberty Propane LP.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth No later than three (30th3) calendar day following Business Days prior to the Closing Date, Seller the Sellers’ Representative shall deliver to Purchaser Buyer a good faith estimate of Closing Working Capital of the Final Company (“Estimated Closing Statement Working Capital”) together with any related materials reasonably requested by Buyer, determined as of 11:59pm Mountain Daylight Time on the day immediately preceding the Closing Date. “Closing Working Capital” shall be calculated in the manner set forth on Schedule 1.3(a) attached hereto and reasonably acceptable to Buyer, shall be determined as of 11:59pm Mountain Daylight Time on the day immediately preceding the Closing Date and shall make available be defined as “Current Assets” (which means: cash, trade receivables; inventories (adjusted for current and future obsolescence in accordance with GAAP); inventory deposits; and prepaid expenses) less “Current Liabilities” (which means: the work papers, schedules and other supporting data used by Seller to calculate and prepare amount owed under the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. Working Capital Line of Credit (b) The determination of the Adjusted Payment Amount shall be final and binding provided that such amount owed on the parties hereto on the thirtieth Working Capital Line of Credit shall not exceed Five Million Dollars (30th) calendar day after receipt by Purchaser of the Final Closing Statement$5,000,000), unless Purchaser shall notify Seller in writing of its disagreement with and to extent that it does, then any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten over Five Million Dollars (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items$5,000,000) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller included as Company Closing Indebtedness and Purchaserbe set forth on Schedule 1.2(f)); amounts owed under the ReadyActive Note and Supply Chain Note (provided that such amounts owed on the ReadyActive Note and Supply Chain Note, taken together, shall not exceed Eight Hundred and Fifty Thousand ($850,000), and to extent that such determination amounts exceed Eight Hundred and Fifty Thousand ($850,000), then such amounts over Eight Hundred and Fifty Thousand ($850,000) shall be final included as Company Closing Indebtedness and bindingbe set forth on Schedule 1.2(f)); accounts payable (including credit-card payable and sales tax payable); accrued provisions for product returns and warranty claims; accrued provisions for open purchase commitments; and accrued expenses). Such accounting firm Additionally, any obligation of the Company to make any Transaction Bonus Payments listed on Schedule 1.8 shall not be instructed included as Current Liabilities for purposes of determining Closing Working Capital; nor shall Buyer’s assumption of the obligation to resolve pay the disputed items within ten Transaction Bonus Payments, the Company Expenses, the Change of Control Payments or the repayment of the Company Closing Indebtedness be deemed Current Assets for purposes of determining Closing Working Capital. “Estimated Closing Working Capital Shortfall” means the amount, if any, by which Estimated Closing Working Capital is less than [***] (10the “Target Net Working Capital”). An example of the calculation of Closing Working Capital as of March 31, 2016 is set forth on Schedule 1.3(a). Within ninety (90) Business Days days after the Closing Date, Buyer shall prepare and deliver to the Sellers’ Representative (i) a balance sheet of engagementthe Company as of the Effective Time, dated as of the Closing Date (the “Closing Balance Sheet”), prepared in accordance with GAAP (except with respect to year-end adjustments) and, to the extent reasonably practicableconsistent with GAAP, the Company’s historic accounting practices used in the preparation of the December 31, 2015 balance sheet included in the Financial Statements; provided, that (i) no purchase accounting adjustments in respect of the transactions contemplated by this Agreement shall be made, and (ii) its calculation of Closing Working Capital shall be prepared in a manner consistent with Schedule 1.3(a). The costs, fees and expenses of any such accounting firm the preparation of Closing Balance Sheet and Closing Working Capital shall be divided equally between Seller and Purchaserpaid by Buyer. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Seller shall prepare and within twenty (30th20) calendar day days following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementPreliminary Working Capital Schedule. (b) The determination Purchaser shall have forty-five (45) days following receipt of the Adjusted Payment Amount Preliminary Working Capital Schedule during which to notify Seller of any dispute of any item contained in the Preliminary Working Capital Schedule, which notice shall set forth in reasonable detail the basis for such dispute. (c) If Purchaser does not notify Seller of any such dispute within such forty-five (45) day period, the Preliminary Working Capital Schedule prepared by Seller shall be deemed to be the Final Working Capital Schedule. (d) If Purchaser does notify Seller of any such dispute within such forty-five (45) day period, the Final Working Capital Schedule shall be resolved as follows: (i) Purchaser and Seller shall cooperate in good faith to resolve any such dispute as promptly as possible. (ii) In the event Purchaser and Seller are unable to resolve any such dispute within 15 days (or such longer period as Purchaser and Seller shall mutually agree in writing) of notice of such dispute, such dispute and each Party's work papers related thereto shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, (A) Xxxxxxx Xxxxxxxxx, LLP, Phoenix, Arizona or (B) in the event such accounting firm is unable or unwilling to take such assignment within five (5) days of being requested by any Party, then by an independent accounting firm approved by all Parties in writing or failing such approval, within five (5) days of being requested by any Party, then by an independent accounting firm selected by the American Arbitration Association in accordance with the Commercial Arbitration Rules to be conducted in Phoenix, Arizona (such identified accounting firm selected, the "Arbitrator"). Such resolution shall be final and binding on the parties hereto on Parties for purposes of determining the thirtieth (30th) calendar day after receipt Final Working Capital Schedule, the Net Working Capital and Working Capital Surplus and Working Capital Deficit but shall not affect Purchaser's rights under Article IV, Seller's and the Members' rights under Article V or any Party's rights under Article VIII. The Parties shall direct the Arbitrator to use commercially reasonable efforts to complete its work within 30 days following its engagement. The fees, costs and expenses of the Arbitrator shall be paid one-half by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt and one-half by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and PurchaserSeller. (ciii) On Purchaser shall revise the Preliminary Working Capital Schedule and the calculation of the Net Working Capital, the Working Capital Deficit or before 12:00 noonthe Working Capital Surplus, Eastern timeif any, on as appropriate to reflect the fifth resolution of Purchaser's objections (5thas agreed upon by Purchaser and Seller or as determined by the Arbitrator) Business Day and deliver it to Seller within ten days after the Adjusted Payment Amount resolution of such objections. Such revised Preliminary Working Capital Schedule shall have become be the Final Working Capital Schedule. (iv) The Final Working Capital Schedule, as determined pursuant to this Section 3.4, shall be conclusive, final and binding oron the Parties for purposes of determining the Net Working Capital, in Working Capital Surplus and Working Capital Deficit but shall not affect Purchaser's rights under Article IV, Seller's and the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentMembers' rights under Article V or any Party's rights under Article VIII.

Adjustment of Purchase Price. (a1) On or before 12:00 noon, Eastern time, The Purchase Price shall be adjusted by the difference between the Tangible Net Worth of the Business as shown on the thirtieth Balance Sheet Analysis: Drives Portion as of August 27, 2000, as restated, a copy of which is set forth at Schedule 2.7 (30th"BASE BALANCE SHEET"), and the Tangible Net Worth of the Business as of the Closing Date. (2) calendar day following As soon as possible, but in no event later than 30 days after the Closing Date, Seller Purchaser shall prepare and deliver to Seller a balance sheet setting forth the assets, liabilities and Tangible Net Worth of the Business as of the Closing Date ("CLOSING BALANCE SHEET"), which Closing Balance Sheet shall be prepared in accordance with GAAP (except as set forth in Section 3.3) as historically applied by Seller and in a manner consistent with that used in the preparation of the Base Balance Sheet. Purchaser the Final Closing Statement and its authorized representatives and agents shall make available the work papers, schedules and other supporting data used be given full access by Seller to calculate all necessary and relevant information necessary to prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementBalance Sheet. (b3) The determination During the 45 days after Seller's receipt of the Adjusted Payment Amount Closing Balance Sheet, Seller shall be entitled to review and confirm the Closing Balance Sheet. During this review process, Seller and its authorized representatives and agents shall be given full access by Purchaser to all necessary and relevant information, including, but not limited to all Business Records, Employees and accountants of Purchaser necessary to confirm the information in the Closing Balance Sheet. If Seller does not object, in writing, to the Closing Balance Sheet within such 45 days, then the Closing Balance Sheet shall become final and binding on upon the parties hereto on and the thirtieth (30th) calendar day after receipt parties shall make the payment required by Purchaser Section 2.7(6). If Seller objects to the Closing Balance Sheet within such 45 days, then the Closing Date Balance Sheet shall not become final and binding upon the parties until a resolution of the Final Closing Statement, unless dispute specified in the notice is reached in accordance with Section 2.7(4) or Section 2.7(5). (4) Purchaser and Seller shall notify negotiate in good faith and use their best efforts to resolve any objection within the 30 days following the written notice. If Purchaser and Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days dispute with respect to the Closing Balance Sheet, then the parties shall submit the dispute to an independent auditor agreed upon by the parties no later than the 31st day, along with all information necessary to support their respective positions. The parties shall supply any information which the independent auditor may reasonably request, from time to time. Purchaser and Seller shall each pay 50 percent of the receipt fees and costs of the independent auditor for such determination. (5) The independent auditor shall have a maximum of 60 days to review all information provided by the parties and issue a written determination of its findings regarding the dispute with respect to the Closing Balance Sheet. All decisions made by the independent auditor shall become final, binding and non-appealable upon the parties and enforceable pursuant to Section 13.12. Purchaser and Seller of notice of each covenant not to contest such disagreementdecisions. (6) Within 10 days after the Closing Balance Sheet becomes final and binding upon the parties, such items in dispute (and only such items) the adjustment to the Purchase Price shall be determined paid in immediately available U.S. funds by a nationally recognized independent accounting firm selected wire transfer. Such adjustment shall be paid by mutual agreement between Purchaser to Seller and Purchaserif, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicablethat, the Tangible Net Worth on the Closing Balance Sheet exceeds the Tangible Net Worth on the Base Balance Sheet. The fees of any such accounting firm Such adjustment shall be divided equally between paid by Seller to Purchaser if, and Purchaser. (c) On or before 12:00 noonto the extent that, Eastern time, the Tangible Net Worth on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount Base Balance Sheet exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to Tangible Net Worth on the amount of such excess, plus interest Closing Balance Sheet. Interest will accrue on such excess amount adjustment from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount a rate of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment7.5 percent per annum.

Adjustment of Purchase Price. Seller has delivered to Buyer a preliminary statement (athe “Initial Closing Statement”) On or before 12:00 noonof the Purchase Price showing the prorations, Eastern timedeposit, on and cash amounts pursuant to §§ 2.10 and 2.11, which shall constitute the thirtieth initial adjustments to the Purchase Price at Closing. In the event that (30thi) the Purchase Price is increased pursuant to the Initial Closing Statement, then at the Closing the Cash Purchase Price paid by the Buyer shall be increased by the same amount of such increase to the Purchase Price and (ii) the Purchase Price is decreased pursuant to the Initial Closing Statement, then at the Closing the Cash Purchase Price paid by the Buyer shall be decreased by the same amount of such decrease to the Purchase Price. Within sixty (60) calendar day days following the Closing Date, Seller shall will deliver to Purchaser Buyer a final statement (the “Final Closing Statement”) of the prorations, deposit, and cash amounts pursuant to §§ 2.10 and 2.11, which shall constitute the final adjustments to the Purchase Price. The Buyer shall have the right to object to any items or computations appearing in the Final Closing Statement by notifying the Seller in writing of such objection (and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare details thereof) within ten (10) Business Days after delivery of the Final Closing Statement by the Seller to enable Purchaser the Buyer. If the Buyer does not make any such written objection prior to verify the expiration of such ten (10) Business Day period, the prorations, deposit, and cash amounts set forth appearing in the Final Closing Statement. Statement (btogether with all components thereof) The determination shall be determinative for the purposes of §§ 2.9, 2.10, and 2.11 hereof and shall be final and binding on all Parties. Any disputes relating to the Adjusted Payment Amount Final Closing Statement shall be resolved by a mutually acceptable independent accountant in accordance with the procedures set forth on Schedule 2.9 and shall be final and binding on the parties hereto on Parties for purposes of this section. In the thirtieth event that there is a difference in the adjustments to the Purchase Price set forth in the Final Closing Statement (30thas finally determined) calendar day in comparison to those set forth in the Initial Closing Statement, then (i) if such difference results in an increase to the Purchase Price (as adjusted pursuant to the Initial Closing Statement), the Buyer shall pay the Seller the amount of such increase in the Purchase Price in cash by wire transfer of immediately available funds within five (5) Business Days after receipt the final determination of the Final Closing Statement and (ii) if such difference results in a decrease to the Purchase Price (as adjusted pursuant to the Initial Closing Statement), the Seller shall pay the Buyer the amount of such decrease in the Purchase Price in cash by Purchaser wire transfer of immediately available funds within five (5) Business Days after the final determination of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

Adjustment of Purchase Price. (a) On or before 12:00 noonWithin thirty (30) days after delivery of the Closing Date Schedule to Seller pursuant to Section 1.2 hereof, Eastern timeor, if disputed, within ten (10) days after the final resolution of such dispute pursuant to Section 1.2(c), the Purchase Price shall be adjusted as follows. For the purposes of this adjustment, Pro Forma Working Capital shall mean the working capital of the Company calculated in the same manner as the working capital on the thirtieth Financial Statement described in Section 2.1(g) hereof, except as noted in Section 2.1(g) of the Disclosure Schedule, but shall include all indebtedness of the Company without regard to whether such indebtedness is classified as working capital under United States and French generally accepted accounting principles (30th) calendar day following "GAAP"). To the extent there is a liability which Seller has assumed or agreed to indemnify Buyer for, the accrual for such item shall not be counted in the determination of the Pro Forma Working Capital on the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing StatementDate Schedule. (b) The determination of the Adjusted Payment Amount shall be final and binding If Pro Forma Working Capital as set forth on the parties hereto on Closing Date Schedule exceeds $732,000, the thirtieth (30th) calendar day after receipt by Purchaser of Purchase Price will be increased by, and Buyer will pay to Seller, the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaserexcess. (c) On or before 12:00 noon, Eastern time, If Pro Forma Working Capital as set forth on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a disputeClosing Date Schedule is less than $732,000, the date of the resolution of the dispute pursuant to Section 3.3(b)Purchase Price will be decreased by, if the Adjusted Payment Amount exceeds the Estimated Payment Amount, and Seller shall will pay to Purchaser an amount in U.S. dollars equal to Buyer, the amount of such excessdeficiency. (d) All payments to be made pursuant to this Section shall (i) be made by wire transfer of immediately available funds to an account designated by the recipient at least two business days prior to the transfer, plus except that payments of less than $10,000 may be made by check subject to collection and (ii) be accompanied by a payment of interest thereon at the "Prime Rate" from time to time in effect on such excess amount from the Closing Date to but excluding until paid. As used in this Agreement, "Prime Rate" means the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars rate of interest equal to the amount "Prime Rate" reported from time to time in the "Money" column of The Wall Street Journal, and ----------------------- shall change from time to time effective with any changes in the reporting of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentrate.

Adjustment of Purchase Price. Notwithstanding the foregoing, the Purchase Price shall be adjusted as follows: (a) On or before 12:00 noonThe Company shall prepare a statement (the "CLOSING STATEMENT"), Eastern time, as of 11:59 P.M. on the thirtieth day prior to the Closing, estimating (30thi) calendar day following Company Indebtedness, and (ii) the Closing Dateamount, Seller shall deliver to Purchaser if any, by which the Final Closing Statement and shall make available Working Capital is less than the work papers, schedules and other supporting data used by Seller to calculate and prepare Minimum Working Capital (the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement"WORKING CAPITAL DEFICIT"). (b) The determination As soon as practicable after the Closing Date, but in no event more than ninety (90) days thereafter, Buyer shall cause to be prepared and delivered to the Shareholders an audited closing balance sheet of the Adjusted Payment Amount shall be final Company as of the Closing Date (the "CLOSING BALANCE SHEET"), prepared in accordance with generally accepted accounting principles, consistent with the past practice of the Company, calculating Company Indebtedness, Working Capital, and binding the Working Capital Deficit. (i) In the event that Company Indebtedness set forth on the parties hereto Closing Balance Sheet exceeds Company Indebtedness set forth on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser the Shareholders shall pay to Buyer the amount of such excess. (ii) In the event that Company Indebtedness set forth on the Closing Balance Sheet is less than Company Indebtedness set forth on the Closing Statement, Buyer shall pay to the Shareholders the amount of such shortfall. (iii) In the event that the Working Capital Deficit estimated on the Closing Statement exceeds the Working Capital Deficit set forth on the Closing Balance Sheet, Buyer shall pay to the Shareholders the amount of such excess. (iv) In the event that the Working Capital Deficit estimated on the Closing Statement is less than the Working Capital Deficit set forth on the Closing Balance Sheet, the Shareholders shall pay to Buyer the amount of such shortfall. (d) If a Shareholder wishes to dispute the Closing Balance Sheet, the Shareholder Representative shall notify Seller Buyer in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days business days after the date of receipt of the receipt by Seller Closing Balance Sheet. Such notice (a "NOTICE OF DISPUTE"), shall specify the points of notice of such disagreement, such items in dispute (and only such items) which shall be determined by limited to a nationally recognized independent failure to be in accordance with generally accepted accounting firm selected by mutual agreement between Seller and Purchaserprinciples, and such determination shall be final and bindingconsistent with the past practice of the Company. Such accounting firm shall be instructed Failure of the Shareholders to resolve respond to the disputed items Closing Balance Sheet within the ten (10) Business Days business day notice period shall be deemed an acceptance of engagementthe Closing Balance Sheet prepared by Buyer, whereupon it shall be deemed finalized. In the event of the delivery to Buyer of a Notice of Dispute, Buyer and the Shareholders shall consult in good faith with respect to such point(s) of disagreement in an effort to resolve such dispute. If such dispute cannot be resolved within fifteen (15) days after Buyer receives the Notice of Dispute, the Shareholders and the Company hereby mutually agree to appoint Price Waterhouse (the "ACCOUNTING ARBITRATOR"), to determine all outstanding points of disagreement with respect to the extent reasonably practicableClosing Balance Sheet. (e) Buyer and the Shareholders agree that in resolving any dispute with respect to the Closing Balance Sheet, the Accounting Arbitrator shall apply generally accepted accounting principles, consistent with the past practice of the Company. All determinations made by the Accounting Arbitrator shall be final, conclusive and binding on each party. Upon such determination, the Closing Balance Sheet as adjusted by the Accounting Arbitrator, shall be deemed finalized. The Accounting Arbitrator shall be directed to make its determination within forty-five (45) days of appointment. Each party shall bear its own costs and expenses associated with such determination. The fees and expenses of the Accounting Arbitrator (if any) shall be borne by the Shareholders; provided, however, that, if the determination of the Accounting Arbitrator results in an adjustment of the amount due from Buyer to the Shareholders of more than five percent (5%), such fees and costs shall be borne by Buyer. (f) The Purchase Price will be adjusted based upon the Closing Balance Sheet in accordance with the foregoing. In the event an amount is owed hereunder by Buyer to Shareholders as a result of any such accounting firm adjustment, Buyer shall be divided equally between Seller and Purchaser. deliver such amount in immediately available funds to the Shareholders within fifteen (c15) On or before 12:00 noon, Eastern time, on business days after (i) receipt of the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding orClosing Balance Sheet, in the case event there is no Notice of Dispute, or (ii) a disputefinal determination by the Accounting Arbitrator. In the event an amount is owed hereunder by Shareholders to Buyer as a result of any such adjustment, the date Shareholders shall deliver such amount in immediately available funds to the Buyer within fifteen (15) business days after (i) receipt of the resolution Closing Balance Sheet, in the event there is no Notice of Dispute, or (ii) a final determination by the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentAccounting Arbitrator.

Adjustment of Purchase Price. (a) On or before 12:00 noon, Eastern time, on the thirtieth Within sixty (30th60) calendar day days following the Closing Date, Seller the Purchaser shall prepare and deliver to Purchaser the Final Closing Statement Shareholders the Net Book Value Schedule and its calculation of the Net Book Value Deficit or Net Book Value Surplus, if any, based thereon. The Net Book Value Schedule shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth be prepared in the Final Closing Statementaccordance with GAAP. (b) The Shareholders shall have thirty (30) days following receipt of the Net Book Value Schedule delivered pursuant to Section 1.5(a) during which to notify the Purchaser of any dispute of any item contained therein, which notice shall set forth in detail the basis for such dispute. The Purchaser and the Shareholders shall cooperate in good faith to resolve any such dispute as promptly as possible. Upon such resolution, the Final Net Book Value Schedule shall be prepared in accordance with the agreement of the Purchaser and the Shareholders and the calculation of the Net Book Value Deficit or the Net Book Value Surplus, if any, based thereon shall be final and binding on the parties. In the event the Shareholders do not notify the Purchaser of any such dispute within such thirty (30)-day period or notify the Purchaser within such period that they do not dispute any item contained therein, the Net Book Value Schedule delivered pursuant to Section 1.5(a) shall constitute the Final Net Book Value Schedule and the Purchaser’s calculation of the Net Book Value Deficit or Net Book Value Surplus, if any, based thereon shall be final and binding upon the parties. (c) In the event the Purchaser and the Shareholders are unable to resolve any dispute regarding the Net Book Value Schedule delivered pursuant to Section 1.5(a) within thirty (30) calendar days following the Purchaser’s receipt of notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, Ernst & Young LLP (the “Accounting Referee”). In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in the Net Book Value Schedule as to which the Shareholders have disagreed. The Accounting Referee’s determination of the Adjusted Payment Amount Net Book Value Schedule and the Net Book Value Deficit or Net Book Value Surplus, if any, based thereon shall be final and binding on the parties hereto to this Agreement. The Accounting Referee shall use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. All fees and expenses of the Accounting Referee shall be shared equally by the Shareholders on the thirtieth one hand and the Purchaser on the other hand. (30thd) calendar day after receipt by Purchaser Within five (5) Business Days following the determination of the Final Closing StatementNet Book Value Schedule, unless if there is a Net Book Value Deficit, the Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to deduct the amount of such excessdeficit from the Holdback Amount and shall pay any remainder of the Holdback Amount allocated pro-rata to the Shareholders pursuant to the allocations set forth on Exhibit C to this Agreement. If the Holdback Amount is not sufficient to cover the amount of such deficit, plus interest on the Seller Notes shall be reduced by the amount of such excess amount from deficit, such reduction to be allocated pro rata among the Closing Date Seller Notes in accordance with the allocations set forth on Exhibit C to but excluding this Agreement. If there is a Net Book Value Surplus, the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller the Shareholders the Holdback Amount together with an additional amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing paymentNet Book Value Surplus.