Common use of Adjustment to Base Purchase Price Clause in Contracts

Adjustment to Base Purchase Price. (a) Section 2.9 of the Seller Disclosure Schedules sets forth a calculation of the Working Capital, the Cash Amounts and the Funded Debt of the Purchased Companies and their Subsidiaries, in each case, as of June 28, 2015 (the “Sample Closing Statement”), including the asset and liability line items and general ledger accounts. The Sample Closing Statement shall be prepared consistent with the accounting principles, practices, methodologies and policies set forth on Section 2.9 of the Seller Disclosure Schedules (such principles, practices, methodologies and policies, collectively, the “Transaction Accounting Principles”). (b) At least three (3) Business Days prior to the Closing Date, HD Supply shall cause to be prepared and delivered to Buyer a closing statement (the “Closing Statement”) setting forth its good-faith estimate of (i) the Closing Working Capital, (ii) the Adjustment Amount, (iii) the Closing Cash Amounts and (iv) the Closing Funded Debt and such estimates shall be deemed the “Estimated Closing Working Capital,” “Estimated Adjustment Amount,” “Estimated Closing Cash Amounts” and “Estimated Closing Funded Debt,” respectively, for purposes of this Agreement. The Closing Statement shall set forth the calculations of such amounts in a manner consistent with the Sample Closing Statement and shall be prepared in accordance with the Transaction Accounting Principles; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement that cannot be appropriately placed in line items previously used by HD Supply, but that constitute assets or liabilities of the Purchased Companies, Purchased Assets or Assumed Liabilities, will also be included to the extent consistent with the Transaction Accounting Principles. The Estimated Closing Working Capital, the Estimated Adjustment Amount, the Estimated Closing Cash Amounts and the Estimated Closing Funded Debt shall be used to calculate the Closing Purchase Price to be paid by Buyer to HD Supply, on behalf of the Sellers, at the Closing. For the avoidance of doubt, if HD Supply’s good-faith estimate of the Closing Working Capital is that the Closing Working Capital is equal to an amount that is not less than the Lower Working Capital Collar Amount and is also not greater than the Upper Working Capital Collar Amount, then the Estimated Adjustment Amount will be zero.

Adjustment to Base Purchase Price. (a) Section 2.9 of the Seller Disclosure Schedules sets forth a calculation of the Working Capital, the Cash Amounts and the Funded Debt of the Purchased Companies Entities and their SubsidiariesPurchased Consolidated Ventures, in each case, as of June 28, 2015 the Balance Sheet Date (the “Sample Closing Statement”), including the classification of asset and liability line items and general ledger accounts. The Sample Closing Statement shall be has been prepared (i) in accordance with GAAP, (ii) consistent with the accounting principles, practices, methodologies and policies that were employed in preparing the Business Financial Statements and (iii) as modified by the accounting principles set forth on Section 2.9 of the Seller Disclosure Schedules (such the principles, practices, methodologies and policiespolicies set forth in clauses (i) through (iii), collectively, the “Transaction Accounting Principles”). (b) At least three five (35) Business Days prior to the anticipated Closing Date, HD Supply Seller shall cause to be prepared and delivered to Buyer Purchaser a closing statement (the “Closing Statement”) setting forth its a good-faith estimate of (i) the Closing Working CapitalAdjustment Amount (such estimate, the “Estimated Adjustment Amount”), (ii) the Adjustment AmountClosing Cash Amounts (such estimate, the “Estimated Closing Cash Amounts”), and (iii) the Closing Cash Amounts and (iv) the Closing Funded Debt and (such estimates shall be deemed estimate, the “Estimated Closing Working Capital,” “Estimated Adjustment Amount,” “Estimated Closing Cash Amounts” and “Estimated Closing Funded Debt,” respectively, for purposes of this Agreement”). The Closing Statement shall set forth the calculations of such amounts in a manner consistent with the Sample Closing Statement and shall be prepared in accordance with the Transaction Accounting Principles, including the use of the same line items and line item entries, set forth on and used in the preparation of the Sample Closing Statement; provided, however, provided that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement that cannot be appropriately placed in line items previously used by HD SupplySeller, but that constitute assets or liabilities of the Purchased Companies, Purchased Assets or Assumed Liabilities, will also be included to the extent consistent with the Transaction Accounting Principles. The In the event that, no fewer than two (2) Business Days prior to the anticipated Closing Date, Purchaser notifies Seller of any errors that Purchaser believes are contained in such Estimated Adjustment Amount, Estimated Closing Working CapitalCash Amounts and/or Estimated Closing Funded Debt, Seller shall in good faith consider Purchaser’s comments relating to such errors and, if Seller agrees that there are errors, make amendments to such Estimated Adjustment Amount, Estimated Closing Cash Amounts and/or Estimated Closing Funded Debt to correct such errors. Subject to any such adjustments, the Estimated Adjustment Amount, the Estimated Closing Cash Amounts and Amount and/or the Estimated Closing Funded Debt shall be used to calculate the Closing Purchase Price to be paid by Buyer Purchaser to HD Supply, on behalf of the Sellers, Seller at the Closing. (c) As promptly as reasonably possible and in any event within sixty (60) days after the Closing Date, Purchaser shall prepare or cause to be prepared, and will provide to Seller, a written statement (the “Post-Closing Statement”), setting forth the Adjustment Amount, the Closing Cash Amounts and the Closing Funded Debt. For The Post-Closing Statement shall set forth in reasonable detail the avoidance Purchaser’s calculations of doubtsuch amounts in the same format as, and in a manner consistent with, the Sample Closing Statement and shall be prepared in accordance with the Transaction Accounting Principles. (d) Within forty-five (45) days following receipt by Seller of the Post-Closing Statement, Seller shall deliver written notice to Purchaser of any dispute Seller has with respect to the calculation, preparation or content of the Post-Closing Statement (the “Dispute Notice”); provided, that if Seller does not deliver any Dispute Notice to Purchaser within such forty-five (45) day period, the Post-Closing Statement will be final, conclusive and binding on the parties hereto. The Dispute Notice shall set forth in reasonable detail (i) any item on the Post-Closing Statement that Seller disputes and (ii) the proposed amount of such item; provided, that Seller may not dispute the accounting principles, practices, methodologies and policies used in preparing the Post-Closing Statement unless they are inconsistent with the Transaction Accounting Principles. Upon receipt by Purchaser of a Dispute Notice, Purchaser and Seller shall negotiate in good faith to resolve any dispute set forth therein. If Purchaser and Seller fail to resolve any such dispute within thirty (30) days after delivery of the Dispute Notice (the “Dispute Resolution Period”), then Purchaser and Seller jointly shall engage, within ten (10) Business Days following the expiration of the Dispute Resolution Period, Deloitte LLP or, if HD Supply’s good-faith estimate Deloitte LLP is unavailable or conflicted, another nationally recognized major accounting firm selected jointly by Seller and Purchaser (the “Independent Accounting Firm”) to resolve any such dispute; provided, that, if Seller and Purchaser are unable to agree on the Independent Accounting Firm, then each of Seller and Purchaser shall select a nationally recognized major accounting firm, and the two (2) firms will mutually select a third nationally recognized major accounting firm to serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Closing Working Capital is Independent Accounting Firm, Purchaser and Seller shall each prepare and submit a written presentation detailing each party’s complete statement of proposed resolution of each issue still in dispute to the Independent Accounting Firm (it being understood that the content of each such presentation shall be limited to whether the Adjustment Amount, the Closing Working Capital is equal Cash Amounts and the Closing Funded Debt were properly calculated in accordance with the Transaction Accounting Principles, the proposed resolution of each disputed issue by such party and reasonable supporting detail for the foregoing). Purchaser and Seller shall instruct the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than twenty (20) days following such presentations, make a final determination, binding on the parties to an this Agreement, of the appropriate amount of each of the line items that is remain in dispute as indicated in the Dispute Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Purchaser, shall not be in excess of the higher, nor less than the Lower Working Capital Collar Amount and is also not greater than lower, of the Upper Working Capital Collar amounts advocated by Seller or Purchaser, as applicable, in their respective presentations to the Independent Accounting Firm described above. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to whether any disputed determinations of the Adjustment Amount, then the Estimated Adjustment Amount Closing Cash Amounts and the Closing Funded Debt were properly calculated in accordance with the Transaction Accounting Principles. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne by Seller and Purchaser in proportion to the allocation of the dollar value of the amounts in dispute between Seller and Purchaser resolved by the Independent Accounting Firm, such that the party prevailing on the greater dollar value of such disputes pays the lesser proportion of the fees and, all determinations made by the Independent Accounting Firm, and the Post-Closing Statement, as modified by the Independent Accounting Firm, will be zerofinal, conclusive and binding on the parties hereto. The parties hereto agree that any adjustment as determined pursuant to this Section 2.9(d) shall be treated as an adjustment to the Final Purchase Price, except as otherwise required by Law. (e) For purposes of complying with the terms set forth in this Section 2.9, each of Seller and Purchaser shall reasonably cooperate with and promptly make available to each other and their respective Representatives all information, records, data and working papers, in each case to the extent related to the Purchased Assets, Assumed Liabilities, Business, Purchased Entities or Purchased Consolidated Ventures, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Post-Closing Statement and the resolution of any disputes thereunder.

Adjustment to Base Purchase Price. (a) Section 2.9 of the Seller Disclosure Schedules sets forth a calculation of the Working Capital, the Cash Amounts and the Funded Debt of the Purchased Companies and their Subsidiaries, in each case, as of June 28, 2015 (the “Sample Closing Statement”), including the asset and liability line items and general ledger accounts. The Sample Closing Statement shall be prepared consistent with the accounting principles, practices, methodologies and policies set forth on Section 2.9 of the Seller Disclosure Schedules (such principles, practices, methodologies and policies, collectively, the “Transaction Accounting Principles”). (b) At least three five (35) Business Days prior to the Closing Date, HD Supply Seller shall cause to be prepared and delivered to Buyer a closing statement (the “Closing Statement”) ), together with reasonable supporting documentation, setting forth its (i) a good-faith estimate of (iA) the Closing Working Capital (such estimate, the “Estimated Working Capital”), (ii) the Adjustment Amount, (iiiB) the Closing Cash Amounts and (iv) such estimate, the Closing Funded Debt and such estimates shall be deemed the “Estimated Closing Working Capital,” “Estimated Adjustment Amount,” “Estimated Closing Cash Amounts” and ”), (C) the Closing Indebtedness (such estimate, the “Estimated Closing Funded Debt,” respectively, for purposes Indebtedness”) and (D) the Pre-Closing Reseller Conversion Amount (the “Estimated Pre-Closing Reseller Conversion Amount”) and (ii) Seller’s calculation of this Agreementthe Estimated Adjustment Amount. The Closing Statement shall set forth the calculations of such amounts in a manner consistent with the Sample Closing Statement and shall be prepared in accordance with the Transaction Accounting Principles; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement that cannot be appropriately placed in line items previously used by HD Supply, but that constitute assets or liabilities of the Purchased Companies, Purchased Assets or Assumed Liabilities, will also be included to the extent consistent with the Transaction Accounting Principles. The Estimated Closing Working Capital, the Estimated Adjustment Amount, the Estimated Closing Cash Amounts Amounts, the Estimated Closing Indebtedness and the Estimated Pre-Closing Funded Debt Reseller Conversion Amount shall be used to calculate the Closing Purchase Price to be paid by Buyer to HD Supply, on behalf of the Sellers, Seller at the Closing. For Seller shall consider in good faith any reasonable comments to the avoidance Closing Statement made by Buyer, bxx xxe Closing Purchase Price shall be calculated in accordance with the Closing Statement as finally delivered by Seller to Buyer prior to the Closing Date. (b) As promptly as reasonably practicable, and in any event by the later of doubtJune 1, 2023 and the date that is forty-five (45) days after the Closing Date, Buyer shall prepare or cause to be prepared, and will provide to Seller, a written statement (the “Post-Closing Statement”), setting forth the Working Capital, the Closing Cash Amounts, the Closing Indebtedness, the Pre-Closing Reseller Conversion Amount, the Post-Closing Reseller Conversion Amount, and the Adjustment Amount. The Post-Closing Statement shall set forth in reasonable detail Buyer’s calculations of such amounts and shall be prepared in accordance with the Transaction Accounting Principles. If Buyer does not deliver any Post-Closing Statement to Seller on or prior to such date, (i) the Closing Statement as prepared by Seller and the determination of the Working Capital, the Closing Cash Amounts, the Closing Indebtedness, the Pre-Closing Reseller Conversion Amount and the Adjustment Amount therein will be final, conclusive and binding on the Parties, and (ii) Seller shall have the right to determine the Post-Closing Reseller Conversion Amount in its reasonable discretion and Buyer shall provide Seller with such access to the books and records of the Business as is reasonably requested by Seller to facilitate such determination by Seller. (c) Within forty-five (45) days following receipt by Seller of the Post-Closing Statement, Seller shall deliver written notice to Buyer of any dispute Seller has with respect to the calculation, preparation or content of the Post-Closing Statement (the “Dispute Notice”); provided, that if HD SupplySeller does not deliver any Dispute Notice to Buyer within such forty-five (45) day period, the Post-Closing Statement will be final, conclusive and binding on the Parties. The Dispute Notice shall set forth in reasonable detail (i) any item on the Post-Closing Statement that Seller disputes and the grounds for such dispute, together with reasonable supporting documentation, and (ii) Seller’s good-faith estimate of the correct amount of such item; provided that Seller shall be deemed to have agreed with all other items and amounts on the Post-Closing Working Capital Statement. Upon receipt by Buyer of a Dispute Notice, Buyer anx Xxxler shall negotiate in good faith to resolve any dispute set forth therein. If Buyer and Seller fail to resolve any such dispute within thirty (30) days after delivery of the Dispute Notice (the “Dispute Resolution Period”), then Buyer and Seller jointly shall engage, within ten (10) Business Days following the expiration of the Dispute Resolution Period, RSM McGladrey or, if RSM McGladrey is unavailable or conflicted, another nationally recognized major accounting firm selected jointly by Seller and Buyer (the “Independent Accounting Firm”) to resolve any such dispute; provided, that, if Seller and Buyer are unable to agree on the Independent Accounting Firm, then each of Seller and Buyer shall select a nationally recognized major accounting firm, and the two (2) firms will mutually select a third nationally recognized major accounting firm to serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Buyer and Seller shall each prepare and submit a presentation detailing each party’s complete statement of proposed resolution of each item on the Dispute Notice still in dispute to the Independent Accounting Firm. Buyer and Seller shall instruct the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than twenty (20) days following such presentations, make a final determination, binding on the Parties, of the appropriate amount of each of the line items that remain in dispute as indicated in the Closing Working Capital is equal Dispute Notice. The Independent Accounting Firm shall make such final determination based solely on the terms and conditions of this Agreement and the written submissions of Buyer, on the one hand, and Seller, on the other hand, regarding the appropriate amount of each of the line items that remain in dispute as indicated in the Dispute Notice which Seller and Buyer have submitted to an amount that is the Independent Accounting Firm. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Buyer, shall not be in excess of the higher, nor less than the Lower lower, of the amounts advocated by Seller or Buyer, as applicable, in their respective presentations to the Independent Accounting Firm described above. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to the disputed line items submitted to the Independent Accounting Firm by Buyer anx Xxxler and whether any disputed determinations of the Working Capital Collar Capital, the Closing Cash Amounts, the Closing Indebtedness, the Pre-Closing Reseller Conversion Amount, the Post-Closing Reseller Conversion Amount and is also not greater than the Upper Working Capital Collar AmountAdjustment Amount were properly calculated in accordance with the Transaction Accounting Principles and the definitions in this Agreement. Absent fraud or manifest error, all determinations made by the Independent Accounting Firm, and the Post-Closing Statement, as modified by the Independent Accounting Firm, shall be final, conclusive and binding on the Parties. The Parties agree that any adjustment as determined pursuant to this Section 2.5(c) shall be treated as an adjustment to the Base Purchase Price, except as otherwise required by Law. (d) All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne by Seller and Buyer in proportion to the allocation of the dollar value of the amounts in dispute between Seller and Buyer resolved by the Independent Accounting Firm, such that the Party prevailing on the greatest dollar value of such disputes pays the lesser proportion of the fees. For example, should the items in dispute total $1,000 and the Independent Accounting Firm awards $600 in favor of Seller’s position, then 60% of the Estimated Adjustment Amount will costs of its review would be zeroborne by Buyer and 40% of the costs of its review would be borne by Seller. (e) For purposes of complying with the terms set forth in this Section 2.5, each of Seller and Buyer shall reasonably cooperate with and make available to each other and their respective Representatives all information, records, data and working papers, in each case to the extent relevant to preparation of the Closing Statement or the Post-Closing Statement, as applicable, and shall permit reasonable access during normal working hours to the personnel that were involved in the preparation of the Closing Statement or the Post-Closing Statement, as applicable, as may be reasonably required in connection with the preparation and analysis of the Post-Closing Statement and the resolution of any disputes thereunder.

Adjustment to Base Purchase Price. (a) Section 2.9 of Solely for illustrative purposes, the Seller Disclosure Schedules Illustrative Reference Balance Sheet sets forth a an illustrative calculation of the Working Capital, the Cash Amounts Amounts, the Indebtedness and the Funded Debt of the Purchased Companies and their SubsidiariesTransaction Expenses, in each case, as of June 28, 2015 (the “Sample Closing Statement”)date set forth therein, including the current asset and current liability line items and general ledger accounts. The Sample Closing Statement shall be included in the calculation of Working Capital, prepared consistent in accordance with the accounting principles, practices, methodologies and policies set forth on Section 2.9 of the Seller Disclosure Schedules (such principles, practices, methodologies and policies, collectively, the “Transaction Accounting Principles”). For the avoidance of doubt, to the extent there is a conflict between the Illustrative Reference Balance Sheet and the Transaction Accounting Principles and defined terms herein, the Transaction Accounting Principles and defined terms herein shall prevail. (b) At least three five (35) Business Days prior to the Closing Date, HD Supply Seller shall cause to be prepared and delivered to Buyer Purchasers a closing statement (the “Closing Statement”) setting forth its a good-faith estimate of (i) the Closing Working CapitalWC Adjustment Amount (such estimate, the “Estimated WC Adjustment Amount”), (ii) the Adjustment AmountClosing Cash Amounts (such estimate, the “Estimated Closing Cash Amounts”), (iii) the Closing Cash Amounts Indebtedness (such estimate, the “Estimated Closing Indebtedness”), and (iv) the Closing Funded Debt and Transaction Expenses (such estimates shall be deemed estimate, the “Estimated Closing Working Capital,” “Estimated Adjustment Amount,” “Estimated Transaction Expenses”). Seller will consider in good faith any comments made by Purchasers in respect of the Closing Cash Amounts” Statement and, if any such comments are accepted by Seller, Seller will revise the Closing Statement accordingly, in each case, only to the extent that such consideration and “Estimated revisions will not impede or delay the Closing; for the avoidance of doubt, in the event of any disagreement, the Closing Funded Debt,” respectively, Statement delivered by Seller shall be binding on the Parties for purposes of this Agreementthe Closing Purchase Price. The Closing Statement shall set forth the calculations of such amounts in a manner consistent with the Sample Closing Statement and shall be prepared in accordance with the Transaction Accounting Principles; provided, however, that assets newly acquired Principles and liabilities newly incurred following the date of the Sample Closing Statement that cannot be appropriately placed in line items previously used by HD Supply, but that constitute assets or liabilities of the Purchased Companies, Purchased Assets or Assumed Liabilities, will also be included to the extent consistent with the Transaction Accounting Principlesdefinitions set forth herein. The Estimated Closing Working Capital, the Estimated WC Adjustment Amount, the Estimated Closing Cash Amounts Amounts, the Estimated Closing Indebtedness and the Estimated Closing Funded Debt Transaction Expenses shall be used to calculate the Closing Purchase Price to be paid by Buyer Purchasers to HD Supply, on behalf of the Sellers, Seller (and/or one or more Seller Entities designated by Seller) at the Closing. Purchasers agree that, following the Closing through the date that the Post-Closing Statement becomes final and binding in accordance with this Section 2.9, they will not take any actions with respect to any accounting books, records, policies or procedures on which the Illustrative Reference Balance Sheet or the Closing Statement is based, or on which the Post-Closing Statement is to be based, that would reasonably be expected to impede or delay Purchasers’ productions of the Post-Closing Statement, other than to the extent required to do so by applicable Law and exercising rights under this Agreement, including this Section 2.9. (c) As promptly as reasonably possible and in any event within ninety (90) days after the Closing Date (the “Purchasers Delivery Period”), Purchasers shall prepare or cause to be prepared, and will provide to Seller, a written statement (the “Post-Closing Statement”), setting forth a good-faith calculation of the WC Adjustment Amount, the Closing Cash Amounts, the Closing Indebtedness and the Transaction Expenses along with a reconciliation of any differences between the amounts set forth in the Closing Statement and the Post-Closing Statement. The Post-Closing Statement shall set forth in reasonable detail Purchasers’ calculations of such amounts in accordance with the Transaction Accounting Principles and the definitions set forth herein. If Purchasers do not deliver a Post-Closing Statement to Seller in accordance with this Section 2.9(c), then the Closing Statement will be deemed to be the final and each item on the Closing Statement shall be deemed undisputed and shall be final, conclusive and binding on the Parties hereto. For the avoidance of doubt, the delivery by Purchasers of a Post-Closing Statement following the Purchasers Delivery Period shall have no effect. (d) Within sixty (60) days following receipt by Seller of the Post-Closing Statement, Seller shall deliver written notice to Purchasers of any dispute Seller has with respect to the calculation, preparation or content of the Post-Closing Statement containing a reasonably detailed description for the basis of such dispute (the “Dispute Notice”); provided, however, that if HD SupplySeller does not deliver any Dispute Notice to Purchasers within such sixty (60)-day period, the Post-Closing Statement will be final, conclusive and binding on the Parties. The Dispute Notice shall set forth in reasonable detail (i) any item on the Post-Closing Statement that Seller disputes and the basis therefor in reasonable detail and with supporting documentation to permit Purchasers to assess Seller’s views, (ii) the amount of such item that Seller believes is correct, and (iii) reasonably detailed calculations of such amounts in accordance with the Transaction Accounting Principles. Upon receipt by Purchasers of a Dispute Notice, Purchasers and Seller shall negotiate in good faith to resolve any dispute set forth therein. If Purchasers and Seller, such good-faith estimate effort notwithstanding, fail to resolve any such dispute within thirty (30) days after delivery of the Closing Working Capital Dispute Notice (the “Dispute Resolution Period”), then Purchasers and Seller jointly shall engage, within ten (10) Business Days following the expiration of the Dispute Resolution Period, KPMG or, if KPMG is unavailable or conflicted, another nationally recognized independent accounting or valuation firm selected jointly by Seller and Purchasers (the “Independent Accounting Firm”) to resolve any such dispute; provided that, if KPMG is unavailable or conflicted and Seller and Purchasers are unable to agree on the Independent Accounting Firm, then each of Seller and Purchasers shall within ten (10) Business Days select a nationally recognized independent accounting firm, and require that the Closing Working Capital is equal two (2) firms mutually select, within ten (10) Business Days, a third (3rd) nationally recognized independent accounting firm to an serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Purchasers and Seller shall each prepare and submit a presentation detailing such Party’s complete statement of proposed resolution of each issue still in dispute to the Independent Accounting Firm (and such presentation, and all other communications with the Independent Accounting Firm, will be simultaneously made or delivered to the other Party). Purchasers and Seller shall instruct the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than twenty (20) days following such presentations, make a final determination in writing setting forth such calculation along with its analysis in reasonable detail, the basis and quantification for such final resolution of the appropriate amount of each of the line items that is remain in dispute as indicated in the Dispute Notice (and that have not been thereafter resolved by written agreement of the Parties). With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Purchasers, shall not be in excess of the higher, nor less than the Lower Working Capital Collar Amount lower, of the amounts advocated by Seller or Purchasers, as applicable, in the Dispute Notice and is also the Post-Closing Statement, respectively. The scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to those line items that remain in dispute as indicated in the Dispute Notice (and that have not greater than been thereafter resolved by written agreement of the Upper Working Capital Collar Parties) and whether any disputed determinations of the WC Adjustment Amount, then the Estimated Adjustment Amount Closing Cash Amounts, the Closing Indebtedness and the Transaction Expenses were properly calculated in accordance with the Transaction Accounting Principles and the provisions of this Agreement and not based on independent review beyond the aforementioned scope. For the avoidance of doubt, the Independent Accounting Firm shall act in the capacity of an expert and not as an arbitrator. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne by Seller, on the one hand, and Purchasers, on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute between Seller and Purchasers resolved by the Independent Accounting Firm, such that the party/parties prevailing on the greatest dollar value of such disputes pays the lesser proportion of the fees. For example, if the contested amount submitted to the Independent Accounting Firm is one million Dollars ($1,000,000), and the Independent Accounting Firm determines that Purchasers have a valid claim for four hundred thousand Dollars ($400,000) of the one million Dollars ($1,000,000), Purchasers shall together bear sixty percent (60%) of the fees and expenses of the Independent Accounting Firm and Seller shall bear the remaining forty percent (40%) of the fees and expenses of the Independent Accounting Firm. All determinations made by the Independent Accounting Firm, and the Post-Closing Statement, as modified by the Independent Accounting Firm and to reflect any items resolved by written agreement of the Parties, will be zerofinal, conclusive and binding on the Parties absent fraud or manifest error. (e) For purposes of complying with the terms set forth in this Section 2.9, each of Seller and Purchasers shall reasonably cooperate with and, subject to the execution of customary hold harmless letters, make available to each other, the Independent Accounting Firm and each of their respective Representatives all information, records, data and working papers, in each case to the extent related to the Purchased Assets, Assumed Liabilities, Business, or Purchased Entities (and Subsidiaries thereof), and shall permit reasonable access, during normal business hours and upon having received reasonable notice, to their respective facilities and personnel, in each case as may be reasonably required in connection with the preparation, analysis and review of the Post-Closing Statement and the resolution of any disputes thereunder.

Adjustment to Base Purchase Price. (a) Section 2.9 of the Seller Disclosure Schedules sets forth a calculation of the Working Capital, the Cash Amounts and the Funded Debt of the Purchased Companies and their Subsidiaries, in each case, as of June 28, 2015 (the “Sample Closing Statement”), including the asset and liability line items and general ledger accounts. The Sample Closing Statement shall be prepared consistent with the accounting principles, practices, methodologies and policies set forth on Section 2.9 of the Seller Disclosure Schedules (such principles, practices, methodologies and policies, collectively, the “Transaction Accounting Principles”). (b) At least three (3) Business Days prior to the Closing Date, HD Supply Seller shall cause to be prepared and delivered to Buyer Purchaser a closing statement (the “Closing Statement”) ), together with reasonable supporting documentation, setting forth its (i) a good-faith estimate of (iA) the Closing Working Capital (such estimate, the “Estimated Working Capital”), (ii) the Adjustment Amount, (iiiB) the Closing Cash Amounts and (iv) such estimate, the Closing Funded Debt and such estimates shall be deemed the “Estimated Closing Working Capital,” “Estimated Adjustment Amount,” “Estimated Closing Cash Amounts” ”) and (C) the Closing Indebtedness (such estimate, the “Estimated Closing Funded Debt,” respectively, for purposes Indebtedness”) and (ii) Seller’s calculation of this Agreementthe Estimated Adjustment Amount. The Closing Statement shall set forth the calculations of such amounts in a manner consistent with the Sample Closing Statement and shall be prepared in accordance with the Transaction Accounting Principles; provided, however, that assets newly acquired . Seller shall provide Purchaser with a reasonable opportunity to review and liabilities newly incurred following the date of the Sample Closing Statement that cannot be appropriately placed in line items previously used by HD Supply, but that constitute assets or liabilities of the Purchased Companies, Purchased Assets or Assumed Liabilities, will also be included to propose comments to the extent consistent with the Transaction Accounting PrinciplesClosing Statement, which Seller shall consider in good faith. The Estimated Closing Working Capital, the Estimated Adjustment Amount, the Estimated Closing Cash Amounts Amount and the Estimated Closing Funded Debt Indebtedness (in each case as amended as applicable to reflect Purchaser’s comments in accordance with the preceding sentence; provided, that Seller shall have no obligation to accept any comments to the Closing Statement proposed by Purchaser or to amend the Closing Statement or any of the components thereof) shall be used to calculate the Closing Purchase Price to be paid by Buyer Purchaser to HD Supply, on behalf of the Sellers, Seller at the Closing. (b) As promptly as reasonably practicable, and in any event within one hundred and twenty (120) days, after the Closing Date, Purchaser shall prepare or cause to be prepared, and will provide to Seller, a written statement (the “Post-Closing Statement”), setting forth the Working Capital, the Closing Cash Amounts, the Closing Indebtedness and the Adjustment Amount. For The Post-Closing Statement shall set forth in reasonable detail the avoidance Purchaser’s calculations of doubtsuch amounts and shall be prepared in accordance with the Transaction Accounting Principles. (c) Within forty-five (45) days following receipt by Seller of the Post-Closing Statement, Seller shall deliver written notice to Purchaser of any dispute Seller has with respect to the calculation, preparation or content of the Post-Closing Statement (the “Dispute Notice”); provided, that if HD SupplySeller does not deliver any Dispute Notice to Purchaser within such forty-five (45) day period, the Post-Closing Statement will be final, conclusive and binding on the parties hereto. The Dispute Notice shall set forth in reasonable detail (i) any item on the Post-Closing Statement that Seller disputes and the grounds for such dispute, together with reasonable supporting documentation, and (ii) Seller’s good-faith estimate of the correct amount of such item; provided that Seller shall be deemed to have agreed with all other items and amounts on the Post-Closing Working Capital Statement. Upon receipt by Purchaser of a Dispute Notice, Purchaser and Seller shall negotiate in good faith to resolve any dispute set forth therein. If Purchaser and Seller fail to resolve any such dispute within thirty (30) days after delivery of the Dispute Notice (the “Dispute Resolution Period”), then Purchaser and Seller jointly shall engage, within ten (10) Business Days following the expiration of the Dispute Resolution Period, KPMG LLP or, if KPMG LLP is unavailable or conflicted, another nationally recognized major accounting firm selected jointly by Seller and Purchaser (the “Independent Accounting Firm”) to resolve any such dispute; provided, that, if Seller and Purchaser are unable to agree on the Independent Accounting Firm, then each of Seller and Purchaser shall select a nationally recognized major accounting firm, and the two (2) firms will mutually select a third nationally recognized major accounting firm to serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Purchaser and Seller shall each prepare and submit a presentation detailing each party’s complete statement of proposed resolution of each item on the Dispute Notice still in dispute to the Independent Accounting Firm. Purchaser and Seller shall instruct the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than twenty (20) days following such presentations, make a final determination, binding on the parties to this Agreement, of the appropriate amount of each of the line items that remain in dispute as indicated in the Closing Working Capital is equal Dispute Notice. The Independent Accounting Firm shall make such final determination based solely on the terms and conditions of this Agreement and the written submissions of Purchaser, on the one hand, and Seller, on the other hand, regarding the appropriate amount of each of the line items that remain in dispute as indicated in the Dispute Notice which Seller and Purchaser have submitted to an amount that is the Independent Accounting Firm. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Purchaser, shall not be in excess of the higher, nor less than the Lower lower, of the amounts advocated by Seller or Purchaser, as applicable, in their respective presentations to the Independent Accounting Firm described above. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to the disputed line items submitted to the Independent Accounting Firm by Purchaser and Seller and whether any disputed determinations of the Working Capital Collar Amount and is also not greater than Capital, the Upper Working Capital Collar Adjustment Amount, the Closing Cash Amounts and the Closing Indebtedness were properly calculated in accordance with the Transaction Accounting Principles and the definitions in this Agreement. Absent fraud or manifest error, all determinations made by the Independent Accounting Firm, and the Post-Closing Statement, as modified by the Independent Accounting Firm, shall be final, conclusive and binding on the parties hereto. The parties hereto agree that any adjustment as determined pursuant to this Section 2.9(c) shall be treated as an adjustment to the Purchase Price, except as otherwise required by Law. (d) All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne by Seller and Purchaser in proportion to the allocation of the dollar value of the amounts in dispute between Seller and Purchaser resolved by the Independent Accounting Firm, such that the Party prevailing on the greatest dollar value of such disputes pays the lesser proportion of the fees. For example, should the items in dispute total $1,000 and the Independent Accounting Firm awards $600 in favor of Seller’s position, then 60% of the Estimated Adjustment Amount will costs of its review would be zeroborne by Purchaser and 40% of the costs of its review would be borne by Seller. (e) For purposes of complying with the terms set forth in this Section 2.9, each of Seller and Purchaser shall reasonably cooperate with and make available to each other and their respective Representatives all information, records, data and working papers, in each case to the extent relevant to preparation of the Closing Statement or the Post-Closing Statement, as applicable, and shall permit reasonable access during normal working hours to the personnel that were involved in the preparation of the Closing Statement or the Post-Closing Statement, as applicable, as may be reasonably required in connection with the preparation and analysis of the Post-Closing Statement and the resolution of any disputes thereunder.

Adjustment to Base Purchase Price. (a) Section 2.9 of the Seller Disclosure Schedules sets forth a calculation of the Working Capital, the Cash Amounts and the Funded Debt of the Purchased Companies and their SubsidiariesBusiness, in each case, as of June 2830, 2015 2019 (the “Sample Closing Statement”), including the asset and liability line items and general ledger accounts. The Sample Closing Statement shall be included in the calculation of Working Capital, prepared in accordance with GAAP, applied on a basis consistent with the accounting principles, practices, procedures, methodologies and policies that were employed in preparing the Business Financial Information (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies), as modified by the accounting principles set forth on Section 2.9 of the Seller Disclosure Schedules (such principles, practices, methodologies and policies, collectively, the “Transaction Accounting Principles”). (b) At least three two (32) Business Days prior to the Closing Date, HD Supply Seller shall cause to be prepared and delivered to Buyer Purchaser a closing statement (the “Closing Statement”) setting forth its Seller’s good-faith estimate of (i) the Closing Working CapitalAdjustment Amount (such estimate, the “Estimated Adjustment Amount”), (ii) the Adjustment AmountClosing Cash Amounts (such estimate, the “Estimated Closing Cash Amounts”) and (iii) the Closing Cash Amounts and (iv) the Closing Funded Debt and (such estimates shall be deemed estimate, the “Estimated Closing Working Capital,” “Estimated Adjustment Amount,” “Estimated Closing Cash Amounts” and “Estimated Closing Funded Debt,” respectively, for purposes of this Agreement”). The Closing Statement shall set forth the calculations of such amounts in a manner consistent with the Sample Closing Statement and shall be prepared in accordance with the Transaction Accounting Principles; provided, however, that assets newly acquired including the use of the same line items and liabilities newly incurred following line item entries set forth on and used in the date preparation of the Sample Closing Statement that cannot be appropriately placed in line items previously used by HD Supply, but that constitute assets or liabilities of the Purchased Companies, Purchased Assets or Assumed Liabilities, will also be included to the extent consistent with the Transaction Accounting PrinciplesStatement. The Estimated Closing Working Capital, the Estimated Adjustment Amount, the Estimated Closing Cash Amounts and the Estimated Closing Funded Debt shall be used to calculate the Closing Purchase Price to be paid by Buyer Purchaser to HD Supply, on behalf of the Sellers, Seller at the Closing. For Purchaser agrees that, following the avoidance Closing through the date that the Post-Closing Statement becomes final and binding in accordance with this Section 2.9, it will not take any actions with respect to any accounting books, records, policies or procedures on which the Sample Closing Statement or the Closing Statement is based, or on which the Post-Closing Statement is to be based, that are inconsistent with the ordinary course past practice of doubtthe Business (or of Seller or any of its Affiliates with respect to the Business) prior to the Closing that would impede or materially delay the final determination of the Post-Closing Statement. Without limiting the generality of the foregoing, if HD Supplyneither Party shall reflect any changes (including any changes reflected in the Post-Closing Statement) in any reserve or other account existing as of the date of the most recent balance sheet included in the Business Financial Information or other amount reflected in such balance sheet, except as a result of events occurring after such date and prior to the Closing and, in such event, only in a manner consistent with the Transaction Accounting Principles. (c) As promptly as reasonably possible and in any event within sixty (60) days after the Closing Date, Purchaser shall prepare or cause to be prepared, and will provide to Seller, a written statement (the “Post-Closing Statement”), setting forth Purchaser’s good-faith estimate calculation of the Adjustment Amount, the Closing Working Capital Cash Amounts and the Closing Funded Debt. The Post-Closing Statement shall set forth in reasonable detail Purchaser’s calculations of such amounts in a manner consistent with the Sample Closing Statement and shall be prepared in accordance with the Transaction Accounting Principles, including the use of the same line items and line item entries set forth on and used in the preparation of the Sample Closing Statement. (d) Within sixty (60) days following receipt by Seller of the Post-Closing Statement, Seller shall deliver written notice to Purchaser of any dispute Seller has with respect to the calculation, preparation or content of the Post-Closing Statement (the “Dispute Notice”); provided, however, that if Seller does not deliver any Dispute Notice to Purchaser within such sixty (60)-day period, the Post-Closing Statement will be final, conclusive and binding on the Parties. The Dispute Notice shall set forth in reasonable detail (i) any item on the Post-Closing Statement that Seller disputes, together with reasonable detail of the basis for such dispute, and (ii) Seller’s calculation of the amount of such item. Upon receipt by Purchaser of a Dispute Notice, Purchaser and Seller shall negotiate in good faith to resolve any dispute set forth therein. If Purchaser and Seller fail to resolve any such dispute within thirty (30) days after delivery of the Dispute Notice (the “Dispute Resolution Period”), then Purchaser and Seller jointly shall engage, within ten (10) Business Days following the expiration of the Dispute Resolution Period, Gxxxx Xxxxxxxx LLP or, if Gxxxx Xxxxxxxx LLP is unavailable or conflicted, another nationally recognized independent accounting firm selected jointly by Seller and Purchaser (the “Independent Accounting Firm”) to resolve any such dispute; provided that, if Seller and Purchaser are unable to agree on the Independent Accounting Firm, then each of Seller and Purchaser shall select a nationally recognized independent accounting firm, and the two (2) firms will mutually select a third (3rd) nationally recognized independent accounting firm to serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Purchaser and Seller shall each prepare and submit a presentation detailing such Party’s complete statement of proposed resolution of each issue still in dispute to the Independent Accounting Firm (and such presentation, and all other communications with the Independent Accounting Firm, will be simultaneously made or delivered to the other Party). Purchaser and Seller shall instruct the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than twenty (20) days following such presentations, make a final determination of the appropriate amount of each of the line items that remain in dispute as indicated in the Dispute Notice (and that have not been thereafter resolved by written agreement of the Parties); provided, that the Closing Working Capital is equal failure of the Independent Accounting Firm to an amount that is strictly conform to or comply with any deadlines or time periods specified in this Section 2.9(d) shall not render the determination of the Independent Accounting Firm invalid or form the basis for which any Party may dispute or otherwise reject any final determination made by the Independent Accounting Firm hereunder. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Purchaser, shall not be in excess of the higher, nor less than the Lower Working Capital Collar Amount lower, of the amounts advocated by Seller or Purchaser, as applicable, in the Dispute Notice and is also the Post-Closing Statement, respectively. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to those line items that remain in dispute as indicated in the Dispute Notice (and that have not greater than been thereafter resolved by written agreement of the Upper Working Capital Collar Parties) and whether any disputed determinations of the Adjustment Amount, then the Estimated Adjustment Amount Closing Cash Amounts and the Closing Funded Debt were properly calculated in accordance with the Transaction Accounting Principles and the provisions of this Agreement. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be allocated between Seller and Purchaser in the same proportion that the aggregate dollar amount of line items unsuccessfully disputed or defended, as the case may be, by each such Party (as finally determined by the Independent Accounting Firm) bears to the total dollar amount of disputed line items presented by both Parties. All determinations made by the Independent Accounting Firm, and the Post-Closing Statement, as modified by the Independent Accounting Firm and to reflect any items resolved by written agreement of the Parties, will be zerofinal, conclusive and binding on the Parties absent manifest error. (e) For purposes of complying with the terms set forth in this Section 2.9, each of Seller and Purchaser shall reasonably cooperate with and make available to each other, the Independent Accounting Firm and each of their respective Representatives all information, records, data and working papers (including auditors’ work papers), in each case to the extent related to the Purchased Assets, Assumed Liabilities, Business, or Purchased Companies (and Subsidiaries thereof), and shall permit access to its and their facilities and personnel, as may be reasonably required in connection with the preparation, analysis and review of the Post-Closing Statement and the resolution of any disputes thereunder; provided that access to work papers of the auditor of either Party shall be subject to such auditors’ normal disclosure procedures and execution of a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditor.

Adjustment to Base Purchase Price. (a) Subject to Section 2.9 3.3(b), at the Closing, the Base Purchase Price shall be adjusted to account for the items set forth in this Section 3.3(a): (i) the Base Purchase Price shall be decreased by six million dollars ($6,000,000) if the Closing occurs on or before July 28, 2003; (ii) [intentionally omitted] (iii) the Base Purchase Price shall be increased by three million dollars ($3,000,000) in the event the Closing occurs after the first anniversary of the Seller Disclosure Schedules sets forth a calculation date hereof; (iv) the Base Purchase Price shall be increased by the aggregate amount of all accounts receivable and earned but unbilled revenues (other than any amounts that are due from any of Seller's Affiliates or that otherwise are Excluded Assets) attributable to the Business as of day immediately preceding the Closing Date net of Seller's reserve for allowance for bad debt (as reflected in Seller's written policy for allowance for bad debt as of the Working Capital, date hereof); (v) the Cash Amounts and Base Purchase Price shall be decreased by all accounts payable attributable to the Funded Debt Business as of the Purchased Companies day immediately preceding the Closing Date (other than any liability included in Seller's "other current and their Subsidiariesaccrued liabilities" account, which shall be an Excluded Liability or that otherwise is an Excluded Liability); (vi) the Base Purchase price shall be decreased by (A) the aggregate amount of customer advances for construction times 25% and (B) the aggregate amount of customer deposits, in each case, case to the extent relating to the Business outstanding as of June 28the day immediately preceding the Closing Date (other than any amounts due to any of Seller's Affiliates or that otherwise is an Excluded Liability); (vii) the Base Purchase Price shall increased by the aggregate amount of Inventories recorded on Seller's books and records as of day immediately preceding the Closing Date; (viii) the Base Purchase Price shall be adjusted to account for the net balance payable to or by Seller, 2015 if any, for items prorated pursuant to Section 3.4, other than the items addressed in Section 3.4(a); (ix) the “Sample Closing Statement”Base Purchase Price shall be increased or decreased if and to the extent required by Sections 6.3(c), 6.12(b), 6.12(d)(iii)(D) and 6.13; (x) the Base Purchase Price will be increased by the aggregate amount of all (i) Approved Capital Expenditures that are accrued by Seller between the date of this Agreement and the Closing Date (including expenditures recorded in the Construction Work in Progress account of the Business as of the day immediately preceding the Closing Date and relating to the Approved Capital Expenditures), (ii) without duplication, expenditures to purchase materials, supplies and other capital items that are dedicated to, but as of Closing have not been used in, the construction or improvement of the property, plant or equipment and relating to the Approved Capital Expenditures) and (iii) without duplication, other expenditures recorded as an asset of the Business as of the day immediately preceding the Closing Date and liability line items and general ledger accounts. relating to such Approved Capital Expenditures; and (xi) The Sample Closing Statement Base Purchase Price shall be prepared consistent with increased or decreased by the accounting principles, practices, methodologies and policies set forth on Section 2.9 amount of the Seller Disclosure Schedules (such principles, practices, methodologies and policies, collectively, Seller's Purchased Gas Adjustment account balance outstanding on the “Transaction Accounting Principles”)day immediately preceding the Closing Date. (b) At least three ten (310), but no more than thirty (30) Business Days days prior to the Closing Date, HD Supply Seller shall cause to be prepared prepare and delivered deliver to Buyer a an estimated closing statement (the “"Estimated Closing Statement”") setting that shall set forth its good-faith Seller's best estimate of the estimated adjustments to the Base Purchase Price required by Section 3.3(a) (regardless of whether notice of such Base Purchase Price adjustments have been previously delivered to Buyer) (the "Estimated Adjustment"). Within five (5) days following the delivery of an Estimated Closing Statement to Buyer, Buyer may object in good faith to such Estimated Closing Payment in writing. In the event of any such objection, the Parties shall attempt to resolve their differences by negotiation. If the Parties are unable to do so before three (3) days prior to the Closing Date, then (i) the full amount of the Estimated Adjustment shall be made at the Closing Working Capitalif the amount in dispute is less than $1,000,000, or (ii) the undisputed portion of the Estimated Adjustment Amount, (iii) shall be made at the Closing Cash Amounts if the amount in dispute is $1,000,000 or more. The disputed portions shall be paid as a Post-Closing Adjustment if and to the extent required by Section 3.3(d). (ivc) Within sixty (60) days following the Closing Funded Debt Date, Seller shall prepare and such estimates shall be deemed the “Estimated Closing Working Capital,” “Estimated Adjustment Amount,” “Estimated Closing Cash Amounts” and “Estimated Closing Funded Debt,” respectively, for purposes of this Agreement. The Closing Statement shall set deliver to Buyer a final closing statement setting forth the final adjustments to the Base Purchase Price required by Section 3.3(a) (the "Proposed Post-Closing Adjustment"). All calculations of such amounts in a manner consistent with the Sample Proposed Post-Closing Statement and Adjustments shall be prepared using the same accounting principles, policies and methods as Seller has historically used in accordance connection with the Transaction calculation of the items reflected on such Proposed Post- Closing Adjustments. (d) Within thirty (30) days following the delivery of a Proposed Post-Closing Adjustment to Buyer, Buyer may object to such Proposed Post-Closing Adjustment in writing. Seller agrees to cooperate with Buyer to provide Buyer and Buyer's Representatives information used to prepare the Proposed Post-Closing Adjustments and information relating thereto. If Buyer objects to a Proposed Post-Closing Adjustment, the Parties shall attempt to resolve such dispute by negotiation. If such Parties are unable to resolve such dispute within thirty (30) days of any such objection by Buyer, the Parties shall appoint an Independent Accounting Principles; providedFirm. The fees and expenses of such Independent Accounting Firm shall be allocated between Buyer and Seller so that Seller's share of such fees and expenses shall be in the same proportion that the aggregate amount of such remaining disputed amounts so submitted by Buyer to such auditor that is successfully disputed by Buyer (as finally determined by such auditor) bears to the total amount of such remaining disputed amounts so submitted by Buyer to such auditor. The Independent Accounting Firm shall review such Proposed Post-Closing Adjustment and determine the appropriate adjustment to the Base Purchase Price, howeverif any, that assets newly acquired within thirty (30) days of such appointment. The Parties agree to cooperate with the Independent Accounting Firm and liabilities newly incurred following provide it with such information as it reasonably requests to enable it to make such determination. The finding of such Independent Accounting Firm shall be binding on the Parties hereto. Upon determination by agreement of the Parties or by binding determination of the Independent Accounting Firm of the appropriate adjustment to the Base Purchase Price (in either case, the "Post- Closing Adjustment"), if such Post-Closing Adjustment results in a change to the Base Purchase Price, the Party owing the difference shall deliver such difference to the Party owed such amount no later than two (2) Business Days after the determination of such Post Closing Adjustment, in immediately available funds or in any other manner as reasonably requested by the Party owed such amount, plus interest at 6.0% per annum on such determined amount from the Closing Date to (but not including) the date of payment. (e) If at any time following the Sample Closing Statement that cannot be appropriately placed in line items previously used by HD Supply, but that constitute assets or liabilities Date Buyer actually returns to customers greater than thirty-five percent (35%) of the Purchased Companiesaggregate customer advances for construction directly relating to the Business and outstanding as of the Closing Date ("Advances"), Purchased Assets or Assumed Liabilities, will also be included Seller shall reimburse Buyer for all amounts returned to customers to the extent consistent said returns exceed twenty-five percent (25%) of Advances. Buyer may, at any time within seven (7) years from the Closing Date, provide notice to Seller of a reimbursement claim under this Section 3.3(e), which notice shall include reasonable documentary substantiation of returns to customers of Advances. In the event Seller agrees with said determination, it shall promptly pay such reimbursement to Buyer. In the Transaction Accounting Principles. The Estimated event Seller disputes said determination, it shall initiate the dispute resolution procedures with regard to the Post- Closing Working CapitalAdjustment, the Estimated Adjustment Amountas provided in Section 3.3(d), the Estimated Closing Cash Amounts and the Estimated Closing Funded Debt which shall be used to calculate binding on the Closing Purchase Price to be paid by Buyer to HD Supply, on behalf of the Sellers, at the Closing. For the avoidance of doubt, if HD Supply’s good-faith estimate of the Closing Working Capital is that the Closing Working Capital is equal to an amount that is not less than the Lower Working Capital Collar Amount and is also not greater than the Upper Working Capital Collar Amount, then the Estimated Adjustment Amount will be zeroParties.

Adjustment to Base Purchase Price. (a) Subject to Section 2.9 3.3(b), at the Closing, the Base Purchase Price shall be adjusted to account for the items set forth in this Section 3.3(a): (i) the Base Purchase Price shall be increased by the aggregate amount of all accounts receivable and earned but unbilled revenues (other than any amounts that are due from any of Seller's Affiliates or that otherwise are Excluded Assets) attributable to the Business as of day immediately preceding the Closing Date net of Seller's reserve for allowance for bad debt (as reflected in Seller's written policy for allowance for bad debt as of the Seller Disclosure Schedules sets forth a calculation date hereof); (ii) the Base Purchase Price shall be decreased by all accounts payable, other taxes accrued, other current and accrued liabilities, and the financial cost of the Working Capital, the Cash Amounts and the Funded Debt accrued vacation time of the Purchased Companies and their SubsidiariesTransferred Employees, in each casecase of Seller and attributable to the Business as of the day immediately preceding the Closing Date (other than any liability that is an Excluded Liability); (iii) the Base Purchase price shall be decreased by the aggregate amount of customer deposits (including interest accrued on customer deposits) relating to the Business outstanding as of the day immediately preceding the Closing Date; (iv) the Base Purchase Price shall be increased by the aggregate amount of Inventories (exclusive of spare parts and net of (x) fifty (50) percent of the aggregate amount of the consumable supplies included in Inventories other than fuel supplies and (y) $22,000 for "line pack") recorded on Seller's books and records in accordance with Seller's historic practice as it relates to the Business as of day immediately preceding the Closing Date; (v) the Base Purchase Price shall be adjusted to account for the net balance payable to or by Seller, if any, for items prorated pursuant to Section 3.4, other than the items addressed in Section 3.4(a); (vi) the Base Purchase Price shall be increased or decreased if and to the extent required by Section 6.13; and (vii) the Base Purchase Price will be increased or decreased, as appropriate, to the extent (A) the aggregate amount of June 28all (i) Capital Expenditures that result from expenditures made by Seller between December 31, 2015 (2002 and the “Sample Closing Statement”), including the asset and liability line items and general ledger accounts. The Sample Closing Statement shall be prepared consistent with the accounting principles, practices, methodologies and policies set forth on Section 2.9 of the Seller Disclosure Schedules (such principles, practices, methodologies and policies, collectively, the “Transaction Accounting Principles”). (b) At least three (3) Business Days latest month-end arising prior to the Closing Date, HD Supply shall cause to be prepared Date (including expenditures made during such period and delivered to Buyer a closing statement (recorded in the “Closing Statement”) setting forth its good-faith estimate Construction Work in Progress account of (i) the Business as of the day immediately preceding the Closing Working CapitalDate and relating to such Capital Expenditures), (ii) without duplication, expenditures made during such period to purchase materials, supplies and other capital items that are dedicated to, but as of Closing have not been used in, the Adjustment Amountconstruction or improvement of the property, plant or equipment and relating to such Capital Expenditures and (iii) without duplication, other expenditures made during such period and recorded as an asset of the Business as of the day immediately preceding the Closing Cash Amounts Date and relating to such Capital Expenditures, is greater than (ivresulting in an increase to the Base Purchase Price) the Closing Funded Debt and such estimates shall be deemed the “Estimated Closing Working Capital,” “Estimated Adjustment Amount,” “Estimated Closing Cash Amounts” and “Estimated Closing Funded Debt,” respectively, for purposes of this Agreement. The Closing Statement shall set forth the calculations of such amounts or is less than (resulting in a manner consistent with the Sample Closing Statement and shall be prepared in accordance with the Transaction Accounting Principles; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement that cannot be appropriately placed in line items previously used by HD Supply, but that constitute assets or liabilities of the Purchased Companies, Purchased Assets or Assumed Liabilities, will also be included decrease to the extent consistent with the Transaction Accounting Principles. The Estimated Closing Working Capital, the Estimated Adjustment Amount, the Estimated Closing Cash Amounts and the Estimated Closing Funded Debt shall be used to calculate the Closing Base Purchase Price to be paid by Buyer to HD Supply, on behalf of the Sellers, at the Closing. For the avoidance of doubt, if HD Supply’s good-faith estimate of the Closing Working Capital is that the Closing Working Capital is equal to an amount that is not less than the Lower Working Capital Collar Amount and is also not greater than the Upper Working Capital Collar Amount, then the Estimated Adjustment Amount will be zero.Price)

Adjustment to Base Purchase Price. (a) Section 2.9 2.5 of the Seller Disclosure Schedules sets forth a calculation of the Working Capital, the Cash Amounts Cash, Indebtedness and the Funded Debt of the Purchased Companies and their SubsidiariesOutstanding Intercompany Loan Balance, in each case, as of June 28January 31, 2015 2024 (the “Sample Closing Statement”), including the asset and liability line items and general ledger accounts. The Sample Closing Statement shall be included in the calculation of Working Capital, prepared consistent in accordance with the accounting principles, practices, methodologies and policies principles set forth on Section 2.9 2.5 of the Seller Disclosure Schedules (such principles, practices, methodologies and policies, collectively, the “Transaction Accounting Principles”). (b) At least three (3) Business Days prior to the Closing Date, HD Supply Seller shall cause to be prepared and delivered to Buyer Purchaser a closing statement (the “Closing Statement”) setting forth its a good-faith estimate of (i) the Closing Working CapitalAdjustment Amount (such estimate, the “Estimated Adjustment Amount”), (ii) Cash (such estimate, the Adjustment Amount“Estimated Cash”), (iii) Indebtedness (such estimate, the Closing Cash Amounts “Estimated Indebtedness”) and (iv) the Closing Funded Debt and Outstanding Intercompany Loan Balance (such estimates shall be deemed estimate, the “Estimated Closing Working Capital,” “Estimated Adjustment Amount,” “Estimated Closing Cash Amounts” and “Estimated Closing Funded Debt,” respectively, for purposes of this AgreementOutstanding Intercompany Loan Balance”). The Closing Statement shall set forth the calculations of such amounts in a format consistent with the Sample Closing Statement and be prepared in accordance with the Transaction Accounting Principles, including the use of the same line-item categories (and specific line items within those categories) set forth on and used in the preparation of the Sample Closing Statement. The Estimated Adjustment Amount, the Estimated Cash, the Estimated Indebtedness and the Estimated Outstanding Intercompany Loan Balance shall be used to calculate the Closing Purchase Price to be paid by Purchaser to Seller at the Closing. Purchaser agrees that, following the Closing through the date that the Post-Closing Statement becomes final and binding in accordance with this Section 2.5, it will not take any actions with respect to any accounting books, records, policies or procedures on which the Sample Closing Statement or the Closing Statement is based, or on which the Post-Closing Statement is to be based, that are inconsistent with the ordinary course past practice of the Business (or of Seller or any of its Affiliates with respect to the Business) prior to the Closing or that would impede or delay the final determination of the Post-Closing Statement. Without limiting the generality of the foregoing, no changes shall be made (including any changes reflected in the Post-Closing Statement) in any reserve, accrual, Liability or provision existing in the January 31, 2024 balance sheet included in the Business Financial Information, except as a result of new events, facts or circumstances occurring after January 31, 2024 (and not existing on or prior to such date) and prior to the Cut-Off Time which justify such change in accordance with the Transaction Accounting Principles and, in such case only in a manner consistent with the past practice of the Business using the same accounting principles, procedures, policies, methods, categorizations, asset recognition bases, definitions, practices and techniques (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies) that were actually used and applied in the preparation of the January 31, 2024 balance sheet included in the Business Financial Information. (c) As promptly as reasonably possible and in any event within seventy-five (75) Business Days after the Closing Date, Purchaser shall prepare or cause to be prepared, and will provide to Seller, a written statement (the “Post-Closing Statement”), setting forth a good-faith calculation of the Adjustment Amount, Cash, Indebtedness and the Outstanding Intercompany Loan Balance. The Post-Closing Statement shall set forth in reasonable detail Purchaser’s calculations of such amounts in a format consistent with the Sample Closing Statement and shall be prepared in accordance with the Transaction Accounting Principles, including the use of the same line-item categories (and specific line items within those categories) set forth on and used in the preparation of the Sample Closing Statement. (d) Within thirty (30) days following receipt by Seller of the Post-Closing Statement, Seller shall deliver written notice to Purchaser of any dispute Seller has with respect to the calculation, preparation or content of the Post-Closing Statement (the “Dispute Notice”); provided, however, that assets newly acquired if Seller does not deliver any Dispute Notice to Purchaser within such thirty (30)-day period, the Post-Closing Statement will be final, conclusive and liabilities newly incurred following binding on the date of Parties. The Dispute Notice shall set forth in reasonable detail (i) any item on the Sample Post-Closing Statement that canSeller disputes and (ii) the correct amount of such item. Upon receipt by Purchaser of a Dispute Notice, Purchaser and Seller shall negotiate in good faith to resolve any dispute set forth therein. If Purchaser and Seller fail to resolve any such dispute within thirty (30) days after delivery of the Dispute Notice (the “Dispute Resolution Period”), then Purchaser and Seller jointly shall appoint an independent accounting firm (the “Independent Accounting Firm”); provided that if Seller and Purchaser are unable to agree on the Independent Accounting Firm, then each of Seller and Purchaser shall select an internationally recognized independent accounting firm, and the two (2) firms will mutually select a third (3rd) internationally recognized independent accounting firm to serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Purchaser and Seller shall each prepare and submit a presentation detailing such Party’s complete statement of proposed resolution of each issue still in dispute to the Independent Accounting Firm (and such presentation, and all other communications with the Independent Accounting Firm, will be simultaneously made or delivered to the other Party). Purchaser and Seller shall instruct the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than twenty (20) days following such presentations, make a final determination of the appropriate amount of each of the line items that remain in dispute as indicated in the Dispute Notice (and that have not been thereafter resolved by written agreement of the Parties). With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Purchaser, shall not be appropriately placed in excess of the higher, nor less than the lower, of the amounts advocated by Seller or Purchaser, as applicable, in the Dispute Notice and the Post-Closing Statement, respectively. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to those line items previously used that remain in dispute as indicated in the Dispute Notice (and that have not been thereafter resolved by HD Supply, but that constitute assets or liabilities written agreement of the Purchased CompaniesParties) and whether any disputed determinations of the Adjustment Amount, Purchased Assets or Assumed LiabilitiesCash, will also be included to Indebtedness and the extent consistent Outstanding Intercompany Loan Balance were properly calculated in accordance with the Transaction Accounting PrinciplesPrinciples and the provisions of this Agreement. The Estimated All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne (x) by Purchaser in the proportion that the aggregate amount of the items submitted to the Independent Accounting Firm for resolution that are successfully disputed by Seller (as finally determined by the Independent Accounting Firm) bears to the aggregate amount of such items so submitted and (y) by Seller in the proportion that the aggregate amount of the items submitted to the Independent Accounting Firm for resolution that are unsuccessfully disputed by Seller (as finally determined by the Accounting Firm) bears to the aggregate amount of such items so submitted. All determinations made by the Independent Accounting Firm, and the Post-Closing Working CapitalStatement, as modified by the Independent Accounting Firm and to reflect any items resolved by written agreement of the Parties, will be final, conclusive, and binding on the Parties absent manifest error. (e) For purposes of complying with the terms set forth in this Section 2.5, each of Seller and Purchaser shall reasonably cooperate with and make available to each other, the Estimated Adjustment AmountIndependent Accounting Firm and each of their respective Representatives all information, records, data and working papers, in each case to the extent related to the Purchased Interests, the Estimated Specified Marketing Authorizations, the Specified Liabilities, the Business, or Purchased Entities, and shall permit access to its and their facilities and personnel, in each case as may be reasonably required in connection with the preparation, analysis and review of the Post-Closing Cash Amounts Statement and the Estimated Closing Funded Debt shall be used to calculate the Closing Purchase Price to be paid by Buyer to HD Supply, on behalf resolution of the Sellers, at the Closing. For the avoidance of doubt, if HD Supply’s good-faith estimate of the Closing Working Capital is that the Closing Working Capital is equal to an amount that is not less than the Lower Working Capital Collar Amount and is also not greater than the Upper Working Capital Collar Amount, then the Estimated Adjustment Amount will be zeroany disputes thereunder.

Adjustment to Base Purchase Price. (a) Section 2.9 2.5 of the Seller Disclosure Schedules sets forth a calculation of the Working Capital, the Cash Amounts Amounts, the Company Transaction Expenses and the Funded Debt of the Purchased Companies and their SubsidiariesCompany Group, in each case, as of June 28, 2015 the Balance Sheet Date (the “Sample Closing Statement”), including the asset and liability line items and general ledger accounts. The Sample Closing Statement has been and the Closing Statement and the Post-Closing Statement shall be prepared consistent (i) in accordance with the accounting principles, practices, methodologies and policies set forth on in Section 2.9 2.5 of the Seller Disclosure Schedules Schedules, (such ii) to the extent not inconsistent with clause (i), the accounting principles, practices, methodologies and policiespolicies as interpreted and applied in preparing the Business Financial Statements dated December 31, 2020 (which have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto)), and (iii) to the extent not addressed in clause (i) or (ii), GAAP as in effect as of December 31, 2020 (the principles, practices, methodologies and policies set forth in clauses (i) through (iii), collectively, the “Transaction Accounting Principles”). (b) At least three (3) Business Days prior to the Closing Date, HD Supply or such later date as approved by Purchaser, Seller shall cause to be prepared and delivered to Buyer Purchaser a closing statement (the “Closing Statement”) setting forth its Seller’s good-faith estimate of (i) the Closing Working CapitalAdjustment Amount (such estimate, the “Estimated Adjustment Amount”) and the components thereof, (ii) the Adjustment AmountClosing Cash Amounts (which shall not exceed, with respect to each of CSI Systems India Private Limited and CCSI – CompuCom GSC Mexico, S. de X.X. de C.V., respectively, $2,500,000, and $0 for each other Group Company, (i.e., $5,000,000 in the aggregate)), the “Estimated Closing Cash Amounts”), (iii) the Company Transaction Expenses (such estimate, the “Estimated Closing Cash Amounts Company Transaction Expenses”), accompanied by invoices, to the extent applicable, and appropriate wire instructions for payment from the applicable Persons to whom such Company Transaction Expenses are owed, (iv) the Closing Funded Debt and (such estimates shall be deemed estimate, the “Estimated Closing Working Capital,” “Estimated Adjustment Amount,” “Estimated Closing Cash Amounts” and “Estimated Closing Funded Debt,” respectively”), for purposes and (v) the resulting calculation of this Agreementthe Closing Purchase Price. The Closing Statement shall set forth be in substantially the calculations of such amounts in a manner consistent with same format as the Sample Closing Statement and shall be prepared in good faith by the Seller, consistent with the definitions in this Agreement, and in accordance with the Transaction Accounting Principles; provided. Seller shall consider in good faith and reasonably cooperate with Purchaser regarding any comments provided by Purchaser no later than two (2) Business Days, howeveror such later time as is approved by Seller, that assets newly acquired prior to the Closing Date with respect to the Closing Statement, and liabilities newly incurred following the date if Seller accepts any such comments, Seller shall deliver to Purchaser an updated version of the Sample Closing Statement that cannot be appropriately placed in line items previously used by HD SupplyStatement, but that constitute assets or liabilities of which updated version shall replace the Purchased Companies, Purchased Assets or Assumed Liabilities, will also be included to the extent consistent with the Transaction Accounting Principlesprior version for all purposes hereunder. The Estimated Closing Working Capital, the Estimated Adjustment Amount, the Estimated Closing Cash Amounts Amount, the Estimated Closing Company Transaction Expenses and the Estimated Closing Funded Debt shall be used to calculate the Closing Purchase Price to be paid by Buyer Purchaser to HD Supply, on behalf of the Sellers, Seller at the Closing. For Purchaser agrees that, following the avoidance Closing through the date that the Post-Closing Statement becomes final and binding in accordance with this Section 2.5, it will not take any actions with respect to any accounting books, records, policies or procedures on which the Sample Closing Statement or the Closing Statement is based, or on which the Post-Closing Statement is to be based, that are inconsistent with the ordinary course past practice of doubtthe Business (or of Seller or any of its Affiliates with respect to the Business) with respect to its application of the Transaction Accounting Principles or that would impede or delay the final determination of the Post-Closing Statement. (c) As promptly as reasonably possible and in any event within ninety (90) days after the Closing Date, Purchaser shall prepare or cause to be prepared, and will provide to Seller, a written statement (the “Post-Closing Statement”), setting forth the Adjustment Amount, the Closing Cash Amounts, the Closing Company Transaction Expenses and the Closing Funded Debt. The Post-Closing Statement shall set forth in reasonable detail the Purchaser’s good faith calculations of such amounts in substantially the same format as the Sample Closing Statement, and in a manner consistent with the definitions in this Agreement and the Transaction Accounting Principles and not reflect any accounting principles, policies, methods, and practices, other than the Transaction Accounting Principles. (d) Within forty-five (45) days following receipt by Seller of the Post-Closing Statement (such period, the “Review Period”), Seller shall deliver written notice to Purchaser of any dispute Seller has with respect to the calculation, preparation or content of the Post-Closing Statement (the “Dispute Notice”); provided, that if Seller does not deliver any Dispute Notice to Purchaser within such Review Period, the Post-Closing Statement will be final, conclusive and binding on the parties hereto. The Dispute Notice shall set forth in reasonable detail (i) any item on the Post-Closing Statement that Seller disputes and (ii) Seller’s calculation of the correct amount of such item; provided, that Seller may not dispute the accounting principles, practices, methodologies and policies used in preparing the Post-Closing Statement unless they are inconsistent with the Transaction Accounting Principles. Any items not disputed or objected to in the Dispute Notice timely delivered by Seller to Purchaser shall be deemed to have been accepted by the parties hereto. The Post-Closing Statement shall be deemed to have been accepted by the parties hereto and shall become final and binding upon the parties hereto as of the expiration of the Review Period with respect to any matters set forth therein not then subject to an unresolved dispute set forth in the Dispute Notice. Upon receipt by Purchaser of a Dispute Notice, Purchaser and Seller shall negotiate in good faith to resolve any dispute set forth therein. All such discussions and communications related thereto shall (unless otherwise agreed by the Purchaser and the Seller) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule, and any resolution by them agreed to in writing as to any disputed amounts shall be final, binding and conclusive. If Purchaser and Seller fail to resolve any such dispute within thirty (30) days after delivery of the Dispute Notice (the “Dispute Resolution Period”), then, within ten (10) Business Days following the expiration of the Dispute Resolution Period, a nationally recognized independent accounting firm mutually reasonably acceptable to Seller and Purchaser (the “Independent Accounting Firm”) shall be engaged to resolve any such dispute; provided, that, if HD Supplysuch accounting firm is unwilling or unable to perform the services required under this Section 2.5(d), then each of Seller and Purchaser shall select a nationally recognized major accounting firm, and the two (2) firms will mutually select a third internationally recognized independent public accounting firm to serve as the Independent Accounting Firm. The Seller and the Purchaser each agree to promptly sign an engagement letter, in commercially reasonable form, as may reasonably be required by the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Purchaser and Seller shall each prepare and submit a written presentation detailing each party’s goodcomplete statement of proposed resolution of each issue still in dispute to the Independent Accounting Firm (it being understood that the content of each such presentation shall be limited to whether the Adjustment Amount, the Closing Cash Amounts, the Closing Company Transaction Expenses and the Closing Funded Debt were properly calculated in accordance with the definitions in this Agreement and the Transaction Accounting Principles, the proposed resolution of each disputed issue by such party and reasonable supporting detail for the foregoing). Purchaser and Seller shall instruct the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than twenty (20) days following such presentations, acting as an expert in accounting and not as an arbitrator, make a final determination, binding on the parties to this Agreement, of the appropriate amount of each of the line items that remain in dispute as indicated in the Dispute Notice. None of the Seller, the Purchaser, nor any of their respective Affiliates shall have any ex parte communications or meetings with the Independent Accounting Firm regarding the subject matter hereof without the other party’s prior written consent. The Independent Accounting Firm shall agree that between the time the Seller delivered the Dispute Notice and the date on which any disputed item was submitted to the Independent Accounting Firm, the Purchaser and the Seller and their respective Representatives may have exchanged certain proposals relating to the disputed items that were intended solely for purposes of facilitating settlement discussions, and such proposals were confidential and were provided solely on the condition and understanding that such proposals would not be permitted to be disclosed in any court or arbitration hearing or in respect of the Independent Accounting Firm’s engagement in the dispute, and the Independent Accounting Firm will be instructed to disregard any evidence of such settlement proposals and negotiations in its consideration of the disputed items. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Purchaser, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by Seller or Purchaser in the Dispute Notice and the Post-faith estimate Closing Statement, respectively. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to whether any disputed determinations of the Adjustment Amount, the Closing Cash Amounts, the Closing Company Transaction Expenses and the Closing Funded Debt were properly calculated in accordance with the definitions in this Agreement and the Transaction Accounting Principles. The fees and expenses of the Independent Accounting Firm shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, based upon the percentage that the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Accounting Firm. For example, if Seller claims in a Dispute Notice that the Adjustment Amount is $1,000 greater than the amount determined by Purchaser in the Closing Statement, and if the Independent Accounting Firm ultimately resolves the dispute by awarding Seller $600 of the $1,000 contested, then the costs and expenses of the Independent Accounting Firm will be allocated 60% (i.e., 600 ÷ 1,000) to Purchaser and 40% (i.e., 400 ÷ 1,000) to Seller. All determinations made by the Independent Accounting Firm, and the Post-Closing Statement, as modified by the Independent Accounting Firm, will be final, conclusive and binding on the parties hereto. The parties hereto agree that any adjustment as determined pursuant to this Section 2.5(d) shall be treated as an adjustment to the Final Purchase Price, except as otherwise required by Law. (e) For purposes of complying with the terms set forth in this Section 2.5, each of Seller and, following the Closing, Purchaser shall reasonably cooperate with and promptly make available to each other and their respective Representatives any personnel, information, records, data and final drafts of working papers (subject to customary confidentiality agreements and access letters, as applicable), in each case to the extent related to the Company or the Transaction and to the extent reasonably required in connection with the preparation and analysis of the Closing Working Capital is that Statement and Post-Closing Statement and the resolution of any disputes thereunder, and shall permit reasonable access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Closing Working Capital is equal Statement and Post-Closing Statement and the resolution of any disputes thereunder; provided, that Seller or Purchaser may withhold any document (or portions thereof) or information that may constitute privileged attorney-client communications or attorney work product, the transfer of which, or the provision of access to an amount which, on the advice of legal counsel, would reasonably be expected to risk a waiver of such privilege or if the provision of access to such document (or portion thereof) or information, on the advice of legal counsel, would reasonably be expected to conflict with applicable Law (it being agreed, that, in the event any of the restrictions in the foregoing apply, the disclosing party shall provide the other party with a reasonably detailed description and summary of the information not provided but that is not less than the Lower Working Capital Collar Amount would otherwise be required to be provided under this Section 2.5(e) and is also not greater than the Upper Working Capital Collar Amount, then the Estimated Adjustment Amount will be zerocooperate in good faith with such other party to design and implement alternative disclosure arrangements to enable such other party and its Representatives to reasonably evaluate any such information without resulting in such violation or jeopardizing such attorney-client privilege or contravening such Laws).

Adjustment to Base Purchase Price. (a) Section 2.9 2.9(a) of the Seller Disclosure Schedules sets forth a calculation of the Working Capital, the Cash Amounts and the Funded Debt Capital of the Purchased Companies and their Subsidiaries, in each case, Business as of June 28September 30, 2015 2020 (the “Sample Closing StatementWorking Capital Determination Schedule”), including the asset and liability line items and general ledger accountsincluded in the calculation thereof. The Sample Closing Statement shall be Working Capital Determination Schedule was prepared consistent in accordance with the accounting principles, practices, methodologies and policies set forth on Section 2.9 of the Seller Disclosure Schedules (such principles, practices, methodologies and policies, collectively, the “Transaction Accounting Principles”)GAAP. (b) At least three five (35) Business Days prior to the Closing Date, HD Supply Seller shall cause to be prepared and delivered to Buyer Purchaser a closing statement (the “Closing Statement”) setting forth its a good-faith estimate of (i) the Closing Working Capital, (ii) the Adjustment AmountAmount (such estimate, (iii) the Closing Cash Amounts and (iv) the Closing Funded Debt and such estimates shall be deemed the “Estimated Closing Working Capital,” “Estimated Adjustment Amount,” “Estimated Closing Cash Amounts” and “Estimated Closing Funded Debt,” respectively, for purposes of this Agreement”). The Closing Statement shall set forth the calculations of such amounts in a manner consistent with the Sample Closing Statement Adjustment Amount and shall be prepared in accordance with the Transaction Accounting Principles; providedGAAP, howeverincluding, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement that cannot be appropriately placed in line items previously used by HD Supply, but that constitute assets or liabilities of the Purchased Companies, Purchased Assets or Assumed Liabilities, will also be included to the extent consistent with applicable, the Transaction Accounting Principlesuse of the same line items and line item entries set forth on and used in the preparation of the Working Capital Determination Schedule. The Estimated Closing Working Capital, the Estimated Adjustment Amount, the Estimated Closing Cash Amounts and the Estimated Closing Funded Debt Amount shall be used to calculate the Closing Purchase Price to be paid by Buyer Purchaser to HD Supply, on behalf of the Sellers, Seller at the Closing. For If Purchaser raises any reasonable objections to the avoidance Closing Statement, Seller will consider in good faith such objections prior to the Closing and make such revisions to such disputed items as may be mutually agreed between the Parties; provided that in no event will Purchaser have any right to delay or prevent the Closing based on objections raised to the Closing Statement (or Seller’s failure to make any revisions in respect of doubtany disputed items). Purchaser raising or not raising any objection or dispute pursuant to this Section 2.9(a) shall not in any way prejudice Purchaser’s right to raise any matter after the Closing pursuant to the other provisions of this Section 2.9. (c) As promptly as reasonably possible and in any event within ninety (90) days after the Closing Date, if HD Supply’s Purchaser shall prepare or cause to be prepared, and will provide to Seller, a written statement (the “Post-Closing Statement”) setting forth a good-faith estimate calculation of the Adjustment Amount. The Post-Closing Statement shall set forth in reasonable detail Purchaser’s calculations of the Adjustment Amount and shall be prepared in accordance with GAAP, including, to the extent applicable, the use of the same line items and line item entries set forth on and used in the preparation of the Working Capital is Determination Schedule. If Purchaser fails to timely deliver the Post-Closing Statement in accordance with this Section 2.9(c) (provided that if Seller has not provided all information, records, data and working papers pursuant to Section 2.9(e) at least twenty (20) days prior to the Closing Working Capital is equal end of such ninety (90)-day period (to an amount that is not less than the Lower Working Capital Collar Amount and is also not greater than the Upper Working Capital Collar Amountextent requested pursuant to Section 2.9(e) at least thirty (30) days prior to such date), then the ninety (90)-day period for preparation of the Post-Closing Statement shall be extended by an additional twenty (20) days), then, at the election of Seller in its sole discretion and without prejudice to any and all other rights and remedies available to Seller, either (x) the Adjustment Amount shall be deemed to equal the Estimated Adjustment Amount or (y) Seller shall retain the Independent Accounting Firm (the fees and expenses of which shall be borne equally by Seller and Purchaser) to provide an audit or other review of Seller’s and its Subsidiaries’ books and records, perform the calculation of the Post-Closing Statement consistent with the provisions of this Section 2.9, and the determination of such accounting firm shall be conclusive and binding on the Parties absent manifest error. (d) Within forty-five (45) days following receipt by Seller of the Post-Closing Statement, Seller shall deliver written notice to Purchaser of any dispute Seller has with respect to the calculation, preparation or content of the Post-Closing Statement (the “Dispute Notice”); provided, however, that if Seller does not deliver any Dispute Notice to Purchaser within such forty-five (45)-day period, the Post-Closing Statement will be zerofinal, conclusive and binding on the Parties. For purposes of this Section 2.9(d), Seller may only deliver a Dispute Notice on the basis that Purchaser’s calculation, preparation or content of the Adjustment Amount was not in accordance with the terms of this Agreement or contains mathematical errors on its face. The Dispute Notice, if any, shall set forth in reasonable detail (i) any item on the Post-Closing Statement that Seller disputes, (ii) the rationale for such dispute, and (iii) the proposed correct amount of such item and the proposed calculation thereof. Upon receipt by Purchaser of a Dispute Notice, Purchaser and Seller shall negotiate in good faith to resolve any dispute set forth therein. If Purchaser and Seller fail to resolve any such dispute within thirty (30) days after delivery of the Dispute Notice (the “Dispute Resolution Period”), then Purchaser and Seller jointly shall engage, within ten (10) Business Days following the expiration of the Dispute Resolution Period, Xxxxx Xxxxxxxx LLP or, if Xxxxx Xxxxxxxx LLP is unavailable or conflicted, another internationally recognized independent accounting firm selected jointly by Seller and Purchaser (the “Independent Accounting Firm”) to resolve any such dispute; provided that, if Seller and Purchaser are unable to agree on the Independent Accounting Firm, then each of Seller and Purchaser shall select an internationally recognized independent accounting firm, and the two (2) firms will mutually select a third (3rd) internationally recognized independent accounting firm to serve as the Independent Accounting Firm, provided, further, that if either Purchaser, on the one hand, or Seller, on the other hand, fails to so select such independent accounting firm within ten (10) days following notice of a Party that it is unable to agree with the other Party on a substitute Independent Accounting Firm, then the Parties agree that the independent accounting firm selected by the other Party shall be deemed to be the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Purchaser and Seller shall each prepare and submit a presentation detailing such Party’s complete statement of proposed resolution of each issue still in dispute to the Independent Accounting Firm (and such presentation, and all other communications with the Independent Accounting Firm, will be simultaneously made or delivered to the other Party). Purchaser and Seller shall instruct the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than twenty (20) days following such presentations, make a final determination of the appropriate amount of each of the items that remain in dispute as indicated in the Dispute Notice (and that have not been thereafter resolved by written agreement of the Parties); provided that the failure of the Independent Accounting Firm to strictly conform to or comply with any deadlines or time periods specified in this Section 2.9(d) shall not render the determination of the Independent Accounting Firm invalid or form the basis for which any Party may dispute or otherwise reject any final determination made by the Independent Accounting Firm hereunder. With respect to each disputed item, such determination, if not in accordance with the position of either Seller or Purchaser, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by Seller or Purchaser, as applicable, in the Dispute Notice and the Post-Closing Statement, respectively. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to those items that remain in dispute as indicated in the Dispute Notice (and that have not been thereafter resolved by written agreement of the Parties) and whether any disputed determination of the Adjustment Amount was properly calculated in accordance with GAAP and this Agreement. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm pursuant to this Section 2.9(d) shall be allocated between the Seller and Purchaser in the same proportion that the aggregate dollar amount of items unsuccessfully disputed or defended, as the case may be, by each such Party (as finally determined by the Independent Accounting Firm) bears to the total dollar amount of disputed items presented by both Parties. All determinations made by the Independent Accounting Firm, and the Post-Closing Statement, as modified by the Independent Accounting Firm and to reflect any items resolved by written agreement of the Parties, will be final, conclusive and binding on the Parties absent manifest error. (e) For purposes of complying with the terms set forth in this Section 2.9, each of Seller and Purchaser shall reasonably cooperate with and make available to each other, the Independent Accounting Firm and each of their respective Representatives all information, records, data and working papers, in each case to the extent related to the Purchased Assets, Assumed Liabilities or Business, and shall permit access to its and their facilities and personnel, as may be reasonably required in connection with the preparation, analysis and review of the Post-Closing Statement and the resolution of any disputes thereunder.

Adjustment to Base Purchase Price. (a) Section 2.9 of the Seller Disclosure Schedules Exhibit I sets forth a calculation sample classification of the Working Capital, the Cash Amounts and the Funded Debt of the Purchased Companies and their Subsidiaries, in each case, as of June 28, 2015 (the “Sample Closing Statement”), including the asset and liability line items that constitute the Working Capital of the TMA Business, the Cash Amounts of the Transferred Entity Group and general ledger accounts. The Sample Closing Statement shall be the Indebtedness of the Transferred Entity Group and the TMA Business, in each case prepared consistent in good faith in accordance with the accounting principles, practices, methodologies and policies set forth on Section 2.9 of the Seller Disclosure Schedules Accounting Principles (such principles, practices, methodologies and policies, collectively, the “Transaction Accounting PrinciplesSample Post-Closing Statement”). (b) At least three (3) Business Days prior to the Closing Date, HD Supply Seller shall cause to be prepared and delivered to Buyer a closing statement (the “Closing Statement”) setting forth its good-faith estimate of (i) the Closing Working Capital (such estimate, the “Estimated Closing Working Capital”), (ii) the WC Adjustment Amount (such estimate, the “Estimated WC Adjustment Amount”), (iii) the Closing Cash Amounts Amount (such estimate, the “Estimated Closing Cash Amount”) and (iv) the Closing Funded Debt and Indebtedness Amount (such estimates shall be deemed estimate, the “Estimated Closing Working Capital,” “Estimated Adjustment Indebtedness Amount,” “Estimated Closing Cash Amounts” and “Estimated Closing Funded Debt,” respectively, for purposes of this Agreement”). The Closing Statement shall be prepared in good faith in accordance with GAAP (as modified by the accounting principles, practices, methodologies and policies set forth on Section 2.8(b) of the Seller Disclosure Schedule (GAAP as modified by such principles, practices, methodologies and policies, collectively, the “Accounting Principles”)). The Estimated Closing Working Capital, the Estimated WC Adjustment Amount, the Estimated Closing Cash Amount and the Estimated Closing Indebtedness Amount shall be used to calculate the Estimated Closing Purchase Price to be paid by Buyer to Seller at the Closing. (c) As promptly as reasonably possible and in any event within 90 days after the Closing Date, Buyer shall prepare or cause to be prepared, and will provide to Seller, a written statement (the “Post-Closing Statement”), setting forth the Closing Working Capital, the WC Adjustment Amount, the Closing Cash Amount and the Closing Indebtedness Amount, and, in each case, any difference from the estimates included in the Closing Statement. The Post-Closing Statement shall set forth in reasonable detail Buyer’s good faith calculations of such amounts in a manner consistent with the Sample Post-Closing Statement and shall be prepared in accordance with the Transaction Accounting Principles. (d) Within 60 days following receipt by Seller of the Post-Closing Statement, Seller shall deliver written notice to Buyer of any dispute Seller has with respect to the calculation, preparation or content of the Post-Closing Statement (the “Dispute Notice”); provided, however, that assets newly acquired if Seller does not deliver any Dispute Notice to Buyer within such 60-day period, the Post-Closing Statement will be final, conclusive and liabilities newly incurred following binding on the date of Parties. The Dispute Notice shall set forth in reasonable detail (i) any item on the Sample Post-Closing Statement that canSeller disputes (including the basis for such dispute) and (ii) the Seller’s proposal of the correct amount of such item. Any item in the Post-Closing Statement that is not disputed in the Dispute Notice shall be deemed to be final, conclusive and binding on the Parties. Upon receipt by Buyer of a Dispute Notice, Buyer and Seller shall negotiate in good faith to resolve any dispute set forth therein. If Buyer and Seller fail to resolve any such dispute within 30 days after delivery of the Dispute Notice (the “Dispute Resolution Period”), then Buyer and Seller jointly shall engage a nationally recognized independent accounting firm selected jointly by Seller and Buyer (the “Independent Accounting Firm”) to resolve any such dispute; provided that, if Seller and Buyer are unable to agree on the Independent Accounting Firm, then each of Seller and Buyer shall select a nationally recognized independent accounting firm, and the two firms will mutually select a third nationally recognized independent accounting firm to serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than 15 days following the engagement of the Independent Accounting Firm, Buyer and Seller shall each prepare and submit a presentation detailing such Party’s complete statement of proposed resolution of each issue still in dispute to the Independent Accounting Firm. Buyer and Seller shall instruct the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than 20 days following such presentations, make a final determination, binding on the Parties, of the appropriate amount of each of the line items that remain in dispute as indicated in the Dispute Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Buyer, shall not be appropriately placed in line items previously used by HD Supply, but that constitute assets or liabilities excess of the Purchased Companieshigher, Purchased Assets nor less than the lower, of the amounts advocated by Seller or Assumed LiabilitiesBuyer, will also be included as applicable, in their respective presentations to the extent consistent with Independent Accounting Firm described above. Notwithstanding the Transaction foregoing, the scope of the disputes to be resolved by the Independent Accounting Principles. The Estimated Firm shall be limited to what was included in the Dispute Notice and whether any disputed determinations in the Dispute Notice of the Closing Working Capital, the Estimated WC Adjustment Amount, the Estimated Closing Cash Amounts Amount and the Estimated Closing Funded Debt Indebtedness Amount were properly calculated in accordance with the Accounting Principles and, if not, the amount of the appropriate adjustment. The Independent Accounting Firm shall not make any other determination and the Independent Accounting Firm’s decision shall be used based solely on the presentations made by Seller and Buyer, and not any independent review, and made in strict accordance with the terms and conditions of this Agreement, without regard to calculate principles of equity. All fees and expenses relating to the Closing Purchase Price work, if any, to be paid performed by the Independent Accounting Firm shall be allocated to and borne by Seller, on the one hand, and Buyer, on the other hand, based on one minus the percentage that the Independent Accounting Firm’s determination (before such allocation) in favor of Seller or Buyer, as applicable, bears to the total amount of the total items in dispute as originally submitted to the Independent Accounting Firm. For example, should the items in dispute total in amount to $1,000 and the Independent Accounting Firm awards $600 in favor of Seller’s position, then 60% of the costs of its review would be borne by Buyer to HD Supply, on behalf and 40% of the Sellerscosts of its review would be borne by Seller. All determinations made by the Independent Accounting Firm, at and the ClosingPost-Closing Statement, as modified by the Independent Accounting Firm, will be final, conclusive and binding on the Parties. The Parties agree that any adjustment as determined pursuant to this Section 2.8(d) shall be treated as an adjustment to the Purchase Price, except as otherwise required by applicable Law. (e) For purposes of complying with the avoidance terms set forth in this Section 2.8, each of doubtSeller and Buyer shall reasonably cooperate with each other in good faith and make available as promptly as reasonably practicable following written request to each other and their respective representatives all information, if HD Supply’s goodrecords, data and working papers, in each case to the extent related to the Transferred Assets, Assumed Liabilities, the items set forth on the Sample Post-faith estimate Closing Statement, the TMA Business or members of the Transferred Entity Group, and shall permit access during normal business hours and in a manner as to not cause disruption to operations in the ordinary course of business, upon reasonably advanced prior written request, to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Post-Closing Working Capital is that Statement and the Closing Working Capital is equal to an amount that is not less than the Lower Working Capital Collar Amount and is also not greater than the Upper Working Capital Collar Amount, then the Estimated Adjustment Amount will be zeroresolution of any disputes thereunder.

Adjustment to Base Purchase Price. (a) Section 2.9 of the Seller Disclosure Schedules sets forth a calculation of the Working Capital, the Cash Amounts Not earlier than seven (7) and the Funded Debt of the Purchased Companies and their Subsidiaries, in each case, as of June 28, 2015 not less than five (the “Sample Closing Statement”), including the asset and liability line items and general ledger accounts. The Sample Closing Statement shall be prepared consistent with the accounting principles, practices, methodologies and policies set forth on Section 2.9 of the Seller Disclosure Schedules (such principles, practices, methodologies and policies, collectively, the “Transaction Accounting Principles”). (b) At least three (35) Business Days prior to the Closing Date, HD Supply Seller shall cause to be prepared and delivered to Buyer Purchaser a closing written statement in substantially the form attached hereto as Schedule II (the “Estimated Closing Statement”) setting forth its (i) Seller’s good-faith estimate of Closing Date Net Working Capital (i) such estimate, the “Estimated Closing Date Net Working Capital”), (ii) Seller’s calculation of the Estimated Closing Date Net Working Capital Adjustment Amount, Amount and (iii) on the Closing Cash Amounts and (iv) basis of the Closing Funded Debt and foregoing, a calculation of the Estimated Purchase Price, in each case together with reasonable supporting detail with respect to the calculation of all such estimates shall be deemed the “Estimated Closing Working Capital,” “Estimated Adjustment Amount,” “Estimated Closing Cash Amounts” and “Estimated Closing Funded Debt,” respectively, for purposes of this Agreementamounts. The Estimated Closing Statement shall set forth the calculations of such amounts in a manner consistent with Section 2.9(g). Within three (3) Business Days after the Sample delivery of the Estimated Closing Statement, if Purchaser has any objections to Seller’s calculation of the Estimated Purchase Price, Purchaser may provide a written statement of its objections to Seller, which Seller shall consider in good faith (it being understood that Seller will be able to accept or reject any such comments in its sole discretion and the Parties will be required to consummate the Closing based on the Estimated Closing Statement). (b) As promptly as reasonably practicable, and in any event within ninety (90) days, after the Closing Date, Purchaser shall prepare or cause to be prepared, and will provide to Seller, a written statement in substantially the form of the Estimated Closing Statement (the “Post-Closing Statement”), setting forth in reasonable detail, with reasonable supporting documentation, Purchaser’s good faith calculation of (i) Closing Date Net Working Capital, (ii) Closing Date Net Working Capital Adjustment Amount, and (iii) on the basis of the foregoing, its calculation of the Purchase Price. For the avoidance of doubt, in no event shall the Post-Closing Statement be permitted to be delivered on more than one occasion or amended subsequent to the initial submission. (c) Within forty-five (45) days following receipt by Seller of the Post-Closing Statement, Seller shall deliver written notice to Purchaser of any good faith dispute Seller has with respect to the calculation, preparation or content of the Post-Closing Statement (the “Dispute Notice”); provided that if Seller does not deliver any Dispute Notice to Purchaser within such forty-five (45)-day period, the Post-Closing Statement will be final, conclusive and binding on the Parties. The Dispute Notice shall set forth in reasonable detail (i) any item on the Post-Closing Statement that Seller disputes and (ii) Seller’s position as to the correct amount of such item, provided that Seller shall be prepared deemed to have agreed with all other items and amounts on the Post-Closing Statement. Upon receipt by Purchaser of a Dispute Notice, Purchaser and Seller shall negotiate in good faith to resolve any dispute set forth therein. If Purchaser and Seller fail to resolve any such dispute within thirty (30) days after delivery of the Dispute Notice (the “Dispute Resolution Period”), then Purchaser and Seller jointly shall engage, within ten (10) Business Days following the expiration of the Dispute Resolution Period, Xxxxx Xxxxxxxx or, if Xxxxx Xxxxxxxx is unavailable or conflicted, another nationally recognized major accounting firm selected jointly by Seller and Purchaser (the “Independent Accounting Firm”) to resolve any such dispute; provided that, if Seller and Purchaser are unable to agree on the Independent Accounting Firm, then each of Seller and Purchaser shall select a nationally recognized major accounting firm, and the two (2) firms will mutually select a third (3rd) nationally recognized major accounting firm to serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Purchaser and Seller shall each prepare and submit a presentation detailing each Party’s complete statement of proposed resolution of each issue still in dispute to the Independent Accounting Firm. Purchaser and Seller shall instruct the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than twenty (20) days following such presentations, make a final determination, binding on the Parties to this Agreement, of the appropriate amount of each of the line items that remain in dispute as indicated in the Dispute Notice. The Independent Accounting Firm shall make such final determination based solely on the written submissions of Purchaser, on the one hand, and Seller, on the other hand, regarding the appropriate amount of each of the line items that remain in dispute as indicated in the Dispute Notice that Seller and Purchaser have submitted to the Independent Accounting Firm. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Purchaser, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by Seller or Purchaser, as applicable, in their respective presentations to the Independent Accounting Firm described above. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to whether any disputed determinations of the Closing Date Net Working Capital were properly calculated in accordance with the Transaction Accounting Principles; provided. Absent fraud or manifest error, howeverall determinations made by the Independent Accounting Firm, and the Post-Closing Statement, as modified by the Independent Accounting Firm, shall be final, conclusive and binding on the Parties hereto. The Parties hereto agree that assets newly acquired any adjustment as determined pursuant to this Section 2.9(c) shall be treated as an adjustment to the Purchase Price, except as otherwise required by Law. (d) All fees and liabilities newly incurred following expenses relating to the date work, if any, to be performed by the Independent Accounting Firm shall be borne by Seller and Purchaser in proportion to the allocation of the Sample Closing Statement that cannot be appropriately placed in line items previously used by HD Supply, but that constitute assets or liabilities dollar value of the Purchased Companiesamounts in dispute between Seller and Purchaser resolved by the Independent Accounting Firm, Purchased Assets or Assumed Liabilitiessuch that the Party prevailing on the greatest dollar value of such disputes pays the lesser proportion of the fees. For example, will also should the items in dispute total one thousand Dollars ($1,000) and the Independent Accounting Firm awards six hundred Dollars ($600) in favor of Seller’s position, then 60% of the costs of its review would be included borne by Purchaser and 40% of the costs of its review would be borne by Seller. (e) For purposes of complying with the terms set forth in this Section 2.9, each of Seller and Purchaser shall reasonably cooperate with and make available to each other and their respective Affiliates and Representatives all information, records, data and working papers, in each case to the extent consistent related to the Purchased Assets, Assumed Liabilities or Business, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Post-Closing Statement and the resolution of any disputes thereunder. (f) If the Purchase Price as finally determined pursuant to this Section 2.9 exceeds the Estimated Purchase Price, Purchaser shall pay or cause to be paid an amount in cash equal to such excess to Seller by wire transfer of immediately available funds to an account or accounts designated in writing by Seller to Purchaser; and if the Purchase Price as finally determined pursuant to this Section 2.9 is less than the Estimated Purchase Price, then Seller shall pay or cause to be paid an amount in cash equal to such difference to Purchaser by wire transfer of immediately available funds to an account or accounts designated in writing by Purchaser to Seller. Any payment required to be made pursuant to this Section 2.9(f) shall be made within five (5) Business Days of the date on which the Purchase Price is finally determined pursuant to this Section 2.9. (g) Each of the Estimated Closing Statement (including the Estimated Purchase Price and components thereof) and the Post-Closing Statement (including the Purchase Price and components thereof) shall be prepared and calculated in accordance with the definitions of such terms contained in the Agreement and the Transaction Accounting PrinciplesPrinciples consistently applied. The Estimated Closing Working Capital, Neither the Estimated Adjustment Amount, calculations nor the Estimated Closing Cash Amounts and the Estimated Closing Funded Debt shall purchase price adjustment to be made pursuant to this Section 2.9 is intended to be used to calculate adjust for errors or omissions, under GAAP or otherwise, that may be found with respect to the Business Financial Information or the Closing Date Net Working Capital Target. No event, act, change in circumstance or similar development, including any market or business development or change in GAAP or applicable Law, arising or occurring after the Closing, shall be taken into consideration in the calculations to be made pursuant to this Section 2.9. (h) Purchaser agrees that, following the Closing through the date that the Post-Closing Statement becomes final, conclusive and binding in accordance with this Section 2.9, it will not take or permit to be taken any actions with respect to any accounting books, records, policies or procedures that would impede or delay, or reasonably be expected to impede or delay, the final determination of the Purchase Price to be paid or the preparation of any Dispute Notice, in each case, in the manner and utilizing the methods provided by Buyer to HD Supply, on behalf of the Sellers, at the Closing. For the avoidance of doubt, if HD Supply’s good-faith estimate of the Closing Working Capital is that the Closing Working Capital is equal to an amount that is not less than the Lower Working Capital Collar Amount and is also not greater than the Upper Working Capital Collar Amount, then the Estimated Adjustment Amount will be zerothis Agreement.

Adjustment to Base Purchase Price. (a) Section 2.9 of On or prior to the Seller Disclosure Schedules sets forth fifth (5th) Business Day prior to the Closing Date, Vendor shall prepare and deliver to Buyer a calculation of the Working Capital, the Cash Amounts and the Funded Debt of the Purchased Companies and their Subsidiaries, in each case, as of June 28, 2015 statement (the “Sample Estimated Statement”) setting forth Vendor’s good faith estimate of: (i) the estimated Cash (the “Estimated Cash”); (ii) the estimated Indebtedness (the “Estimated Indebtedness”); (iii) the estimated Working Capital (the “Estimated Working Capital”); (iv) the Estimated Working Capital Adjustment; (v) sixty-five percent (65%) of the estimated Budgeted Capital Expenditures incurred by or on behalf of the Storage JV from January 1, 2022 to the earlier of: (A) the last day of the month immediately prior to the Closing StatementDate; and (B) December 31, 2022 (the “Estimated CINGSA Budgeted Capex”); (vi) the Estimated CINGSA Budgeted Capex Adjustment; (vii) sixty-five percent (65%) of the estimated Capital Expenditures incurred by or on behalf of the Storage JV from January 1, 2023 until Closing, if applicable (the “Estimated Incremental CINGSA Capex”); (viii) sixty-five percent (65%) of the estimated Unbudgeted Capital Expenditures incurred by or on behalf of the Storage JV from January 1, 2022 to the earlier of: (A) the last day of the month immediately prior to the Closing Date; and (B) December 31, 2022, if applicable (the “Estimated CINGSA Unbudgeted Capex”); (ix) the estimated Budgeted Capital Expenditures incurred by or on behalf of ENSTAR from January 1, 2022 to the earlier of: (A) the last day of the month immediately prior to the Closing Date; and (B) December 31, 2022 (the “Estimated ENSTAR Budgeted Capex”); (x) the Estimated ENSTAR Budgeted Capex Adjustment; (xi) the estimated Capital Expenditures incurred by or on behalf of ENSTAR from January 1, 2023 until Closing, if applicable (the “Estimated Incremental ENSTAR Capex”); and (xii) the estimated Unbudgeted Capital Expenditures incurred by or on behalf of ENSTAR from January 1, 2022 to the earlier of: (A) the last day of the month immediately prior to the Closing Date; and (B) December 31, 2022, if applicable (the “Estimated ENSTAR Unbudgeted Capex”), including the asset and liability line items and general ledger accounts. The Sample Closing Statement shall be prepared each calculated in a manner consistent with Vendor’s past practices with respect to the accounting principles, practices, methodologies Financial Statements and policies set forth on Section 2.9 in accordance with US GAAP and the Sample Statement as of the Seller Disclosure Schedules (such principles, practices, methodologies and policies, collectively, last day of the “Transaction Accounting Principles”)month immediately prior to the Closing Date. Vendor shall include reasonably detailed calculations of the foregoing amounts. (b) At least three (3) Business Days prior to the Closing DateClosing, HD Supply the Base Purchase Price, shall cause to be prepared and delivered to Buyer a closing statement (the “Closing Statement”) setting forth its good-faith estimate of adjusted as follows: (i) increased on a dollar-for-dollar basis by an amount equal to the Closing Working Capital, Estimated Cash; (ii) decreased on a dollar-for-dollar basis by an amount equal to the Adjustment Amount, Estimated Indebtedness; (iii) (A) if the Closing Cash Amounts difference between the Estimated Working Capital and the Target Working Capital is a positive number, increased on a dollar-for-dollar basis by an amount equal to such difference; or (B) if the difference between the Estimated Working Capital and the Target Working Capital is a negative number, decreased on a dollar-for-dollar basis by an amount equal to such difference. Such decrease or increase, if any, is referred to herein as the “Estimated Working Capital Adjustment”; (iv) (A) if the Closing Funded Debt difference between the Estimated CINGSA Budgeted Capex and the Target CINGSA Budgeted Capex is a positive number, increased on a dollar-for-dollar basis by an amount equal to such estimates shall be deemed difference; or (B) if the difference between the Estimated CINGSA Budgeted Capex and the Target CINGSA Budgeted Capex is a negative number, decreased on a dollar-for-dollar basis by an amount equal to such difference. Such decrease or increase, if any, is referred to herein as the “Estimated Closing Working Capital,” CINGSA Budgeted Capex Adjustment”; (v) increased on a dollar-for-dollar basis by an amount equal to the Estimated Incremental CINGSA Capex, if applicable; (vi) increased on a dollar-for-dollar basis by an amount equal to the Estimated CINGSA Unbudgeted Capex, if applicable; (vii) (A) if the difference between the Estimated ENSTAR Budgeted Capex and the Target ENSTAR Budgeted Capex is a positive number, increased on a dollar-for-dollar basis by an amount equal to such difference; or (B) if the difference between the Estimated ENSTAR Budgeted Capex and the Target ENSTAR Budgeted Capex is a negative number, decreased on a dollar-for-dollar basis by an amount equal to such difference. Such decrease or increase, if any, is referred to herein as the “Estimated Adjustment Amount,” “ENSTAR Budgeted Capex Adjustment”; (viii) increased on a dollar-for-dollar basis by an amount equal to the Estimated Incremental ENSTAR Capex, if applicable; and (ix) increased on a dollar-for-dollar basis by an amount equal to the Estimated ENSTAR Unbudgeted Capex, if applicable. (c) Vendor shall take into account in good faith Buyer’s comments to the Estimated Statement; provided that, it is expressly understood and agreed by Buyer that Buyer may not refuse to proceed with Closing Cash Amounts” and “because it does not agree with the amounts set out in the Estimated Closing Funded Debt,” respectively, Statement for the purposes of this Agreement. The Closing Statement shall set forth the calculations of such amounts in a manner consistent with the Sample Closing Statement and shall be prepared in accordance with the Transaction Accounting Principles; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement that cannot be appropriately placed in line items previously used by HD Supply, but that constitute assets or liabilities of the Purchased Companies, Purchased Assets or Assumed Liabilities, will also be included to the extent consistent with the Transaction Accounting Principles. The Estimated Closing Working Capital, the Estimated Adjustment Amount, the Estimated Closing Cash Amounts and the Estimated Closing Funded Debt shall be used to calculate determining the Closing Purchase Price to be paid by Buyer to HD Supply, on behalf of the Sellers, at the Closing. For the avoidance of doubt, if HD Supply’s good-faith estimate of the Closing Working Capital is that the Closing Working Capital is equal to an amount that is not less than the Lower Working Capital Collar Amount and is also not greater than the Upper Working Capital Collar Amount, then the Estimated Adjustment Amount will be zeroPayment.

Adjustment to Base Purchase Price. (a) Section 2.9 2.9(a) of the Seller Disclosure Schedules sets forth a calculation of the Ducted Working Capital, Ductless Working Capital, the Cash Amounts and Amounts, the Funded Debt and Transaction Expenses of the applicable Purchased Companies and their SubsidiariesCompanies, as applicable, in each case, as of June 28, 2015 the Balance Sheet Date (the “Sample Closing Statement”), including the classification of asset and liability line items and general ledger accounts. The Sample Closing Statement shall be prepared consistent with the accounting principles, practices, methodologies and policies set forth on Section 2.9 of the Seller Disclosure Schedules (such principles, practices, methodologies and policies, collectively, the “Transaction Accounting Principles”). (b) At least three ten (310) Business Days prior to the Closing Date, HD Supply Seller shall cause to be prepared and delivered to Buyer Purchaser a closing statement (which Seller may amend in its sole discretion on or prior to the date that is five (5) Business Days prior to the Closing Date) (as so amended, the “Closing Statement”) ), setting forth its a good-faith estimate of of: (i) the Closing Ducted Working Capital (such estimate, the “Estimated Closing Ducted Working Capital”), (ii) the Adjustment Amount, (iii) the Closing Cash Amounts and Ductless Working Capital (iv) such estimate, the “Estimated Closing Funded Debt and Ductless Working Capital”), the resulting Closing Working Capital (such estimates shall be deemed estimate, the “Estimated Closing Working Capital,” ”) and the resulting Adjustment Amount (such estimate, the “Estimated Adjustment Amount,” ”); (ii) the Closing Ducted Operating Cash Amounts (such estimate, the “Estimated Closing Ducted Operating Cash Amounts” ”), the Closing Ductless Operating Cash Amounts (such estimate, the “Estimated Closing Ductless Operating Cash Amounts”) and the resulting Closing Operating Cash Amounts (such estimate, the “Estimated Closing Operating Cash Amounts”); (iii) the Closing Ducted Funded Debt (such estimate, the “Estimated Closing Ducted Funded Debt”), the Closing Ductless Funded Debt (such estimate, the “Estimated Closing Ductless Funded Debt”) and the resulting Closing Funded Debt (such estimate, the “Estimated Closing Funded Debt,” respectively”); and (iv) the Closing Ducted Transaction Expenses (such estimate, for purposes of this Agreementthe “Estimated Closing Ducted Transaction Expenses”), the Closing Ductless Transaction Expenses (such estimate, the “Estimated Closing Ductless Transaction Expenses”) and the resulting Closing Transaction Expenses (such estimate, the “Estimated Closing Transaction Expenses”). The Closing Statement shall set forth the format of the calculations of such amounts in a manner consistent with the Sample Closing Statement and shall be prepared consistent with the definitions in this Agreement and in accordance with the Transaction Accounting Principles; provided, however, that assets newly acquired including the use of the same line items and liabilities newly incurred following accounts used in the date preparation of the Sample Closing Statement that cannot be appropriately placed in line items previously used by HD Supply, but that constitute assets or liabilities of the Purchased Companies, Purchased Assets or Assumed Liabilities, will also be included to the extent consistent with the Transaction Accounting PrinciplesStatement. The Estimated Closing Working Capital, the Estimated Adjustment Amount, the Estimated Closing Operating Cash Amounts and Amount, the Estimated Closing Funded Debt and the Estimated Closing Transaction Expenses, each as set forth in the Closing Statement, shall be used to calculate the Closing Purchase Price to be paid by Buyer Purchaser to HD SupplySeller at Closing. Purchaser agrees that, following the Closing through the date that the Post-Closing Statement becomes final and binding in accordance with this Section 2.9, it will not take any actions with respect to any accounting books, records, policies or procedures on which the Sample Closing Statement or the Closing Statement is based, or on which the Post-Closing Statement is to be based, that are inconsistent in any material respect with the ordinary course of business of the Purchased Controlled Companies (or of Seller or any of its Affiliates with respect to the Business) prior to the Closing or that would materially impede or delay the final determination of the Post-Closing Statement. (c) Purchaser shall be entitled to review and comment on the Closing Statement, and Seller shall consider any such comments in good faith and Seller shall update and redeliver, if applicable, the Closing Statement reflecting any such comments to the extent agreed-upon by Seller, acting in good faith, no later than three (3) Business Days prior to the Closing Date; provided that the foregoing shall not delay the Closing. (d) Subject to Section 2.9(d) of the Seller Disclosure Schedules, as promptly as reasonably practicable and in any event within one hundred twenty (120) days after the Closing Date (the “Post-Closing Statement Delivery Deadline”), Purchaser shall prepare or cause to be prepared, and will provide to Seller, a written statement (the “Post-Closing Statement”), setting forth (i) the Closing Ducted Working Capital, the Closing Ductless Working Capital, the resulting Closing Working Capital and the resulting Adjustment Amount, (ii) the Closing Ducted Operating Cash Amounts, the Closing Ductless Operating Cash Amounts and the resulting Closing Operating Cash Amounts, (iii) the Closing Ducted Funded Debt, the Closing Ductless Funded Debt and the resulting Closing Funded Debt and (iv) the Closing Ducted Transaction Expenses, the Closing Ductless Transaction Expenses and the resulting Closing Transaction Expenses. The Post-Closing Statement shall set forth in reasonable detail Purchaser’s good faith calculations of such amounts in a format and manner consistent in all material respects with the Sample Closing Statement and shall be prepared in accordance with the definitions in this Agreement and the Transaction Accounting Principles, including the use of the same line items and accounts used in the preparation of the Sample Closing Statement. Following delivery of the Post-Closing Statement, Purchaser shall not amend or revise the Post-Closing Statement without the prior written consent of Seller. If Purchaser fails to timely deliver the Post-Closing Statement in accordance with this Section 2.9(d) within such one hundred twenty (120)-day period, then, notwithstanding anything to the contrary in this Agreement, at Seller’s option, (A) the Closing Statement prepared by Seller pursuant to Section 2.9(f) shall be deemed to be the Post-Closing Statement or (B) Seller may prepare its own Post-Closing Statement in accordance with this Section 2.9(d) to be delivered by Seller to Purchaser within sixty (60) days of Purchaser’s failure to deliver the Post-Closing Statement pursuant to this Section 2.9(d), and, in each case of clauses (A) and (B), the remaining provisions of Section 2.9(e) shall apply mutatis mutandis in respect of such Post-Closing Statement, with Purchaser having the right to dispute such Post-Closing Statement. (e) Within ninety (90) days following receipt by Seller of the Post-Closing Statement, Seller may deliver written notice to Purchaser of any dispute Seller has with respect to the calculation, preparation or content of the Post-Closing Statement (the “Dispute Notice”); provided, that, in the event that Purchaser does not make its information, records, data, working papers, facilities and personnel reasonably available to Seller within five (5) Business Days of a request therefor (or such shorter period as may remain in the ninety (90)-day period allotted for submission of a Dispute Notice) in accordance with Section 2.9(f), such ninety (90)-day period will be extended by one (1) day for each day required for Purchaser and its Affiliates to reasonably respond to such request. Upon receipt by Purchaser of a Dispute Notice, Purchaser and Seller shall negotiate in good faith to resolve any dispute set forth therein, and any resolution by Purchaser and Seller agreed to in writing as to any disputed amounts shall be final, binding and conclusive for the purposes of determining the Final Purchase Price. All such discussions and communications related thereto shall (unless otherwise agreed to by Purchaser and Seller) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. If Purchaser and Seller fail to resolve any such dispute within thirty (30) days after delivery of the Dispute Notice (the “Dispute Resolution Period”), then, within ten (10) Business Days following the expiration of the Dispute Resolution Period, Purchaser and Seller shall engage a “Big Four” accounting firm or such other internationally recognized accounting firm as is selected jointly by Seller and Purchaser (the “Independent Accounting Firm”) to resolve any such dispute; provided, that, if Seller and Purchaser are unable to agree on the Independent Accounting Firm or if such internationally recognized accounting firm is unwilling or unable to serve (due to a conflict or otherwise), then each of Seller and Purchaser shall select an independent internationally recognized major accounting firm, and the two (2) firms will mutually select an internationally recognized major accounting firm or such other recognized firm of independent financial experts to serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than thirty (30) days following the engagement of the Independent Accounting Firm, Purchaser and Seller shall each prepare and submit a written presentation detailing each party’s complete statement of proposed resolution of each issue still in dispute to the Independent Accounting Firm (it being understood that the content of each such presentation shall be limited to whether the (i) Closing Ducted Working Capital, the Closing Ductless Working Capital and the resulting Closing Working Capital and Adjustment Amount, (ii) the Closing Ducted Operating Cash Amounts, the Closing Ductless Operating Cash Amounts and the resulting Closing Operating Cash Amounts, (iii) the Closing Ducted Funded Debt, the Closing Ductless Funded Debt and the resulting Closing Funded Debt and (iv) the Closing Ducted Transaction Expenses, the Closing Ductless Transaction Expenses and the resulting Closing Transaction Expenses were properly calculated in accordance with the definitions of this Agreement and the Transaction Accounting Principles, the proposed resolution of each disputed issue by such party and reasonable supporting detail for the foregoing). Purchaser and Seller shall instruct the Independent Accounting Firm to, as soon as practicable, acting as an expert and not as an arbitrator, make a final determination binding on the parties to this Agreement, of the appropriate amount of each of the line items that remain in dispute as indicated in the Dispute Notice. None of Seller, Purchaser, nor any of their respective Affiliates, shall have any ex parte communications or meetings with the Independent Accounting Firm regarding the subject matter hereof without the other party’s prior written consent. With respect to each disputed line item, such determination, if not in accordance with the position presented by either Seller or Purchaser, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by Seller or Purchaser, as applicable, in their respective presentations to the Independent Accounting Firm described above. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to whether any disputed determinations of any of (A) the Closing Ducted Working Capital, the Closing Ductless Working Capital and the resulting Closing Working Capital and Adjustment Amount, (B) the Closing Ducted Operating Cash Amounts, the Closing Ductless Operating Cash Amounts and the resulting Closing Operating Cash Amounts, (C) the Closing Ducted Funded Debt, the Closing Ductless Funded Debt and the resulting Closing Funded Debt and (D) the Closing Ducted Transaction Expenses, the Closing Ductless Transaction Expenses and the resulting Closing Transaction Expenses were properly calculated in accordance with the definitions of this Agreement and the Transaction Accounting Principles. The fees and expenses of the Independent Accounting Firm shall be allocated to be paid by Purchaser, on behalf the one hand, and Seller, on the other, based upon the percentage that the portion of the Sellerscontested amount not awarded to each party bears to the amount actually contested by such party, at as determined by the ClosingIndependent Accounting Firm. For the avoidance of doubtexample, if HD SupplySeller claims in a Dispute Notice that the Adjustment Amount is $1,000 greater than the amount determined by Purchaser in the Post-Closing Statement, and if the Independent Accounting Firm ultimately resolves the dispute by awarding Seller $600 of the $1,000 contested, then the costs and expenses of the Independent Accounting Firm will be allocated 60% (i.e., 600 ÷ 1,000) to Purchaser and 40% (i.e., 400 ÷ 1,000) to Seller. All determinations made by the Independent Accounting Firm, and the Post-Closing Statement, as modified by the Independent Accounting Firm, will be final, conclusive and binding on the parties hereto and shall be reflected in any necessary revisions to the Post-Closing Statement. The parties hereto agree that any adjustment as determined pursuant to this Section 2.9(e) shall be treated as an adjustment to the Final Purchase Price, except as otherwise required by Law. (f) For purposes of complying with the terms set forth in this Section 2.9, each of Seller and Purchaser shall reasonably cooperate with and promptly make available to each other, the other party’s good-faith estimate Affiliates and the parties’ and their Affiliates’ respective Representatives, all information, records, data and working papers (subject to customary confidentiality agreements and access letters, as applicable, in their possession or control), in each case to the extent related to the Purchased Assets, Assumed Liabilities, Business or Purchased Companies (as applicable), and shall permit access to its facilities and personnel, upon reasonable prior written notice and during normal business hours, as may be reasonably required in connection with the preparation and analysis of the Closing Working Capital is that Statement and Post-Closing Statement and the Closing Working Capital is equal to an amount that is not less than the Lower Working Capital Collar Amount and is also not greater than the Upper Working Capital Collar Amount, then the Estimated Adjustment Amount will be zeroresolution of any disputes thereunder.

Adjustment to Base Purchase Price. (a) Section 2.9 2.9(a) of the Seller Disclosure Schedules sets forth a calculation of the Working Capital, the Cash Amounts and the Funded Debt of the Purchased Companies and their SubsidiariesBusiness, in each case, case as of June 28December 31, 2015 2020 (the “Sample Closing Statement”), including the asset and liability line items and general ledger accounts. The Sample Closing Statement shall be included in the calculation of Working Capital, prepared in accordance with GAAP, applied on a basis consistent with the accounting principles, practices, procedures, methodologies and policies that were employed in preparing the Business Financial Statements (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies), as modified by the accounting principles set forth on Section 2.9 2.9(a) of the Seller Disclosure Schedules (such principles, practices, methodologies and policies, collectively, the “Transaction Accounting Principles”). (b) At least three two (32) Business Days prior to the Closing Date, HD Supply Seller shall cause to be prepared and delivered to Buyer Purchaser a closing statement (the “Closing Statement”) setting forth its a good-faith estimate of (i) the Closing Working CapitalAdjustment Amount (such estimate, the “Estimated Adjustment Amount”), (ii) the Adjustment AmountClosing Cash Amounts (such estimate, the “Estimated Closing Cash Amounts”) and (iii) the Closing Cash Amounts and (iv) the Closing Funded Debt and (such estimates shall be deemed estimate, the “Estimated Closing Working Capital,” “Estimated Adjustment Amount,” “Estimated Closing Cash Amounts” and “Estimated Closing Funded Debt,” respectively, for purposes of this Agreement”). The Closing Statement shall set forth the calculations of such amounts in a manner consistent with the Sample Closing Statement and shall be prepared in accordance with the Transaction Accounting Principles; provided, however, that assets newly acquired including the use of the same line items and liabilities newly incurred following line item entries set forth on and used in the date preparation of the Sample Closing Statement that cannot be appropriately placed in line items previously used by HD Supply, but that constitute assets or liabilities of the Purchased Companies, Purchased Assets or Assumed Liabilities, will also be included to the extent consistent with the Transaction Accounting PrinciplesStatement. The Estimated Closing Working Capital, the Estimated Adjustment Amount, the Estimated Closing Cash Amounts and the Estimated Closing Funded Debt shall be used to calculate the Closing Purchase Price to be paid by Buyer Purchaser to HD Supply, on behalf of the Sellers, Seller at the Closing. For Purchaser agrees that, following the avoidance Closing through the date that the Post-Closing Statement becomes final and binding in accordance with this Section 2.9, it will not take any actions with respect to any accounting books, records, policies or procedures on which the Sample Closing Statement or the Closing Statement is based, or on which the Post-Closing Statement is to be based, that are inconsistent with the ordinary course past practice of doubtthe Business (or of Seller or any of its Affiliates with respect to the Business) prior to the Closing or that would impede or delay the final determination of the Post-Closing Statement. Without limiting the generality of the foregoing, if HD Supply’s no changes shall be made (including any changes reflected in the Post-Closing Statement) in any reserve or other account existing as of the date of the most recent balance sheet included in the Business Financial Statements or other amount reflected in such balance sheet, except as a result of events occurring after such date and prior to the Closing. (c) As promptly as reasonably possible and in any event within sixty (60) days after the Closing Date, Purchaser shall prepare or cause to be prepared, and will provide to Seller, a written statement (the “Post-Closing Statement”), setting forth a good-faith estimate calculation of the Closing Working Capital is that Adjustment Amount, the Closing Working Capital is equal Cash Amounts and the Closing Funded Debt. The Post-Closing Statement shall set forth in reasonable detail Purchaser’s calculations of such amounts in a manner consistent with the Sample Closing Statement and shall be prepared in accordance with the Transaction Accounting Principles, including the use of the same line items and line item entries set forth on and used in the preparation of the Sample Closing Statement. (d) Within forty-five (45) days following receipt by Seller of the Post-Closing Statement, Seller shall deliver written notice to an Purchaser of any dispute Seller has with respect to the calculation, preparation or content of the Post-Closing Statement (the “Dispute Notice”); provided, however, that if Seller does not deliver any Dispute Notice to Purchaser within such forty-five (45)-day period, the Post-Closing Statement will be final, conclusive and binding on the Parties. The Dispute Notice shall set forth in reasonable detail (i) any item on the Post-Closing Statement that Seller disputes and (ii) the correct amount of such item. Upon receipt by Purchaser of a Dispute Notice, Purchaser and Seller shall negotiate in good faith to resolve any dispute set forth therein. If Purchaser and Seller fail to resolve any such dispute within thirty (30) days after delivery of the Dispute Notice (the “Dispute Resolution Period”), then Purchaser and Seller jointly shall engage, within ten (10) Business Days following the expiration of the Dispute Resolution Period, a nationally recognized independent accounting firm selected jointly by Seller and Purchaser (the “Independent Accounting Firm”) to resolve any such dispute; provided that, if Seller and Purchaser are unable to agree on the Independent Accounting Firm, then each of Seller and Purchaser shall select a nationally recognized independent accounting firm, and the two (2) firms will mutually select a third (3rd) nationally recognized independent accounting firm to serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Purchaser and Seller shall each prepare and submit a presentation detailing such Party’s complete statement of proposed resolution of each issue still in dispute to the Independent Accounting Firm (and such presentation, and all other communications with the Independent Accounting Firm, will be simultaneously made or delivered to the other Party). Purchaser and Seller shall instruct the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than twenty (20) days following such presentations, make a final determination of the appropriate amount of each of the line items that is remain in dispute as indicated in the Dispute Notice (and that have not been thereafter resolved by written agreement of the Parties). With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Purchaser, shall not be in excess of the higher, nor less than the Lower Working Capital Collar Amount lower, of the amounts advocated by Seller or Purchaser, as applicable, in the Dispute Notice and is also the Post-Closing Statement, respectively. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to those line items that remain in dispute as indicated in the Dispute Notice (and that have not greater than been thereafter resolved by written agreement of the Upper Working Capital Collar Parties) and whether any disputed determinations of the Adjustment Amount, then the Estimated Adjustment Amount Closing Cash Amounts and the Closing Funded Debt were properly calculated in accordance with the Transaction Accounting Principles and the provisions of this Agreement. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be borne equally by Seller and Purchaser. All determinations made by the Independent Accounting Firm, and the Post-Closing Statement, as modified by the Independent Accounting Firm and to reflect any items resolved by written agreement of the Parties, will be zerofinal, conclusive and binding on the Parties absent manifest error. (e) For purposes of complying with the terms set forth in this Section 2.9, each of Seller and Purchaser shall reasonably cooperate with and make available to each other, the Independent Accounting Firm and each of their respective Representatives all information, records, data and working papers, in each case to the extent related to the Purchased Assets, Assumed Liabilities, Business, or Purchased Companies (and Subsidiaries thereof) and shall permit access to its and their facilities and personnel, as may be reasonably required in connection with the preparation, analysis and review of the Post-Closing Statement and the resolution of any disputes thereunder.

Adjustment to Base Purchase Price. (a) Section 2.9 of the Seller Disclosure Schedules sets forth a calculation of the Working Capital, the calculated Adjustment Amount, the Cash Amounts and the Funded Debt Indebtedness of the Purchased Companies Company and their its Subsidiaries, in each case, as of June 2830, 2015 (the “Sample Closing Statement”), including the asset and liability line items and general ledger accounts. The Sample Closing Statement shall be has been prepared consistent in accordance with the accounting principles, practices, methodologies and policies set forth on Section 2.9 of the Seller Disclosure Schedules (such principles, practices, methodologies and policies, collectively, the “Transaction Accounting Principles”). (b) At least three five (35) Business Days prior to the Closing Date, HD Supply Seller shall cause to be prepared and delivered to Buyer a closing statement (the “Closing Statement”) setting forth its good-faith estimate of (i) the Closing Working Capital, (ii) the Adjustment Amount, (iii) the Closing Cash Amounts and (iv) the Closing Funded Debt and and, subject to the proviso in this sentence, such estimates shall be deemed the “Estimated Closing Working Capital,” “Estimated Adjustment Amount,” “Estimated Closing Cash Amounts” and “Estimated Closing Funded Debt,” respectively, for purposes of this Agreement; provided, however, that Buyer shall be given the opportunity to consult with Seller respecting the foregoing estimates and Seller shall use reasonable efforts to consider and incorporate Buyer’s reasonable comments in preparing the Closing Statement and any item set forth therein unless Seller reasonably determines in good faith that the Independent Accounting Firm would not agree that such comments are appropriate in the circumstances. The Closing Statement shall set forth the calculations of such amounts in a manner consistent with the Sample Closing Statement and Statement, shall be prepared in accordance with the Transaction Accounting Principles; provided, however, that assets newly acquired Principles and liabilities newly incurred following shall be supported by the date books and records of the Sample Closing Statement that cannot be appropriately placed in line items previously used by HD Supply, but that constitute assets or liabilities of the Purchased Companies, Purchased Assets or Assumed Liabilities, will also be included to the extent consistent with the Transaction Accounting PrinciplesBusiness. The Estimated Closing Working Capital, the Estimated Adjustment Amount, the Estimated Closing Cash Amounts and the Estimated Closing Funded Debt Debt, shall be used to calculate the Closing Purchase Price to be paid by Buyer to HD Supply, on behalf of the Sellers, Seller at the Closing. For the avoidance of doubt, if HD Supply’s good-faith estimate of the Closing Working Capital is that the Closing Working Capital is equal to an amount that is not less than the Lower Working Capital Collar Amount and is also not greater than the Upper Working Capital Collar Amount, then the Estimated Adjustment Amount will be zero.

Adjustment to Base Purchase Price. (a) Section 2.9 of the Seller Disclosure Schedules sets forth a calculation of the Working Capital, the Cash Amounts (after deducting the amount of any outstanding uncleared issued checks, drafts or wire transfers or other payments issued before the Balance Sheet Date and not deducted from the bank accounts of such Target Entities as of immediately prior to the Balance Sheet Date) and the Funded Debt of the Purchased Companies and their SubsidiariesDebt, in each case, as of June 28, 2015 the Balance Sheet Date (the “Sample Closing Statement”), including the classification of asset and liability line items and general ledger accounts. The Sample Closing Statement shall be , which has been prepared consistent in accordance with the accounting principles, practices, methodologies and policies principles set forth on Section 2.9 of the Seller Disclosure Schedules (such principles, practices, methodologies and policies, collectively, the “Transaction Working Capital Accounting Principles”). (b) At least three four (34) Business Days prior to the anticipated Closing Date, HD Supply Seller shall cause to be prepared and delivered to Buyer Purchaser a closing statement (the “Closing Statement”) setting forth its Seller’s good-faith estimate of (i) the Closing Working CapitalAdjustment Amount (such estimate, the “Estimated Adjustment Amount”), (ii) the Adjustment AmountClosing Cash Amounts (such estimate, the “Estimated Closing Cash Amounts”) and (iii) the Closing Cash Amounts and (iv) the Closing Funded Debt and (such estimates shall be deemed estimate, the “Estimated Closing Working Capital,” “Estimated Adjustment Amount,” “Estimated Closing Cash Amounts” and “Estimated Closing Funded Debt,” respectively, for purposes of this Agreement”). The Closing Statement shall set forth the calculations of such amounts in a manner consistent with the Sample Closing Statement and shall be prepared in accordance with the Transaction Accounting Principles; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement that cannot be appropriately placed in line items previously used by HD Supply, but that constitute assets or liabilities of the Purchased Companies, Purchased Assets or Assumed Liabilities, will also be included to the extent consistent with the Transaction Working Capital Accounting Principles. The Estimated Closing Working Capital, the Estimated Adjustment Amount, the Estimated Closing Cash Amounts Amount and the Estimated Closing Funded Debt shall be used to calculate the Closing Purchase Price to be paid by Buyer Purchaser to HD Supply, on behalf of the Sellers, Seller at the Closing. (c) As promptly as reasonably possible and in any event within ninety (90) days after the Closing Date, Seller shall prepare or cause to be prepared, and will provide to Seller, a written statement (the “Post-Closing Statement”), setting forth the Adjustment Amount, the Closing Cash Amounts and the Closing Funded Debt. For The Post-Closing Statement shall set forth in reasonable detail Seller’s calculations of such amounts in substantially the avoidance of doubtsame format as, if HD Supply’s goodand in a manner consistent with, the Sample Closing Statement and the Closing Statement and shall be prepared in accordance with the Working Capital Accounting Principles. (d) Within forty-faith estimate five (45) days following receipt by Purchaser of the Post-Closing Statement, Purchaser shall deliver written notice to Seller of any dispute Purchaser has with respect to the calculation, preparation or content of the Post-Closing Statement (the “Dispute Notice”); provided, however, that if Purchaser does not deliver any Dispute Notice to Seller within such forty-five (45) day period, the Post-Closing Statement will be final, conclusive and binding on the Parties. The Dispute Notice shall set forth in reasonable detail (i) any item on the Post-Closing Statement that Purchaser disputes and (ii) the proposed amount of such item; provided, however, that Purchaser may not dispute the accounting principles, practices, methodologies and policies used in preparing the Post-Closing Statement unless they are inconsistent with the Working Capital is that Accounting Principles. Any item on the Post-Closing Working Capital is equal to an amount Statement that is not disputed by Purchaser in the Dispute Notice will be final, conclusive and binding on the Parties. Upon receipt by Seller of a Dispute Notice, Purchaser and Seller shall negotiate in good faith to resolve any disputed items set forth therein. If Purchaser and Seller fail to resolve any such disputed items within thirty (30) days after delivery of the Dispute Notice (the “Dispute Resolution Period”), then Purchaser and Seller jointly shall engage, within ten (10) Business Days following the expiration of the Dispute Resolution Period, an internationally recognized major accounting firm selected jointly by Seller and Purchaser (the “Independent Accounting Firm”) to resolve any such disputed items; provided that, if Seller and Purchaser are unable to agree on the Independent Accounting Firm, then each of Seller and Purchaser shall select an internationally recognized major accounting firm, and the two firms will mutually select a third internationally recognized major accounting firm to serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Purchaser and Seller shall each prepare and submit a presentation detailing each Party’s complete statement of proposed resolution of each item still in dispute to the Independent Accounting Firm (it being understood that the content of each such presentation shall be limited to whether the Adjustment Amount, the Closing Cash Amounts and the Closing Funded Debt were calculated in accordance with the Working Capital Accounting Principles and this Agreement, the proposed resolution of each disputed item by such Party and reasonable supporting detail for the foregoing). Purchaser and Seller shall instruct the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than twenty (20) days following such presentations, make a final determination, binding on the Parties, of the appropriate amount of each of the items that remain in dispute as indicated in the Dispute Notice. With respect to each disputed item, such determination, if not in accordance with the position of either Seller or Purchaser, shall not be in excess of the higher, nor less than the Lower lower, of the amounts proposed by Seller or Purchaser, as applicable, in their respective presentations to the Independent Accounting Firm described above. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to whether any disputed items were properly calculated in accordance with the terms of this Agreement, including the Working Capital Collar Amount Accounting Principles. All fees and is also not greater than expenses relating to the Upper Working Capital Collar Amountwork, then if any, to be performed by the Estimated Adjustment Amount Independent Accounting Firm shall be borne by Seller and Purchaser in proportion to the allocation of the dollar value of the amounts in dispute between Seller and Purchaser resolved by the Independent Accounting Firm, such that the party prevailing on the greatest dollar value of such disputes pays the lesser proportion of the fees. All determinations made by the Independent Accounting Firm, and the Post-Closing Statement, as modified by the Independent Accounting Firm, will be zerofinal, conclusive and binding on the Parties. The Parties agree that any adjustment as determined pursuant to this Section 2.9(d) shall be treated as an adjustment to the Purchase Price, except as otherwise required by Law. (e) For purposes of complying with the terms set forth in this Section 2.9, each of Seller and Purchaser shall reasonably cooperate with and make available to each other and their respective Representatives all information, records, data and working papers, in each case to the extent related to the Purchased Assets, the Assumed Liabilities, the Business or the Target Entities, and shall permit access to its facilities and personnel, in each case as may be reasonably required in connection with the preparation and analysis of the Post-Closing Statement and the resolution of any disputes thereunder.

Adjustment to Base Purchase Price. (a) For illustrative purposes only, Section 2.9 of the Seller Disclosure Schedules sets forth a calculation of the Working Capital, the Cash Amounts and the Funded Debt of the Purchased Companies and their Subsidiaries, in each caseEntities, as of June 28, 2015 the Balance Sheet Date (the “Sample Closing Statement”), including the classification of asset and liability line items and general ledger accounts. The Sample Closing Statement shall be prepared consistent (i) in accordance with the specific accounting principles, practices, methodologies and policies set forth on in Part I of Section 2.9 of the Seller Disclosure Schedules Schedules, (such principlesii) to the extent not inconsistent with GAAP, consistent with the policies, practices, methodologies procedures, methodology and policiesjudgment used in preparing the fiscal year end December 31, collectively2023 audited financial statements of the Seller Entities and the Purchased Entities, and (iii) to the extent not addressed in clauses (i) or (ii), GAAP (the “Transaction Accounting Principles”). For the avoidance of doubt, the foregoing clause (i) takes precedence over the foregoing clauses (ii) and (iii), and the foregoing clause (ii) takes precedence over the foregoing clause (iii). (b) At least three (3) Business Days prior to the Closing Date, HD Supply Seller shall cause to be prepared and delivered to Buyer Purchaser a closing statement (the “Closing Statement”) setting forth its a good-faith estimate of (i) the Closing Working CapitalAdjustment Amount (such estimate, the “Estimated Adjustment Amount”), (ii) the Adjustment AmountClosing Cash Amounts (such estimate, the “Estimated Closing Cash Amounts”) and (iii) the Closing Cash Amounts and (iv) the Closing Funded Debt and (such estimates shall be deemed estimate, the “Estimated Closing Working Capital,” “Estimated Adjustment Amount,” “Estimated Closing Cash Amounts” and “Estimated Closing Funded Debt,” respectively”), for purposes accompanied by a reasonably detailed breakdown of this Agreementeach component thereof and such reasonable supporting or underlying documentation used in preparation thereof as may be reasonably requested by Purchaser. The Closing Statement shall set forth the calculations of such amounts in a manner consistent with the same format as the Sample Closing Statement and shall and, to the extent applicable, otherwise be prepared in accordance with the Transaction Accounting Principles; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement that cannot be appropriately placed in line items previously used by HD Supply, but that constitute assets or liabilities of the Purchased Companies, Purchased Assets or Assumed Liabilities, will also be included to the extent consistent with the Transaction Accounting Principles. The Estimated Closing Working Capital, the Estimated Adjustment Amount, the Estimated Closing Cash Amounts Amount and the Estimated Closing Funded Debt shall be used to calculate the Closing Purchase Price to be paid by Buyer Purchaser to HD Supply, on behalf of the Sellers, Seller at the Closing. For Purchaser agrees that, following the avoidance Closing through the date that the Post-Closing Statement becomes final and binding in accordance with Section 2.9, it will not take any actions with respect to the accounting books, records, policies or procedures of doubtthe Business (x) a purpose of which is to impede or delay the final determination of the Post-Closing Statement or (y) that would reasonably be expected to materially impede or delay the final determination of the Post-Closing Statement. During the period from the delivery of the Closing Statement to the Closing, if HD SupplySeller shall take into consideration in good faith any good faith comments of Purchaser to the Closing Statement; provided, that, Seller shall have no obligation to update the Closing Statement in respect of any such comments, and the failure of Seller to implement any comments made by Purchaser shall not delay or otherwise prevent the Closing. Neither any comments delivered by Xxxxxxxxx, nor Purchaser’s failure to deliver any comments, will be deemed to constitute any waiver or release of Purchaser’s rights under the remaining provisions of this Section 2.9. (c) As promptly as reasonably possible and in any event within one hundred (100) days after the Closing Date, Purchaser shall prepare or cause to be prepared, and will provide to Seller, a written statement (the “Post-Closing Statement”), setting forth Purchaser’s good-faith estimate calculation of the Adjustment Amount, the Closing Cash Amounts and the Closing Funded Debt. The Post-Closing Statement shall set forth in reasonable detail Purchaser’s calculations of such amounts in the same format as the Sample Closing Statement (including, subject to Section 2.9(e), such reasonable supporting or underlying documentation used in preparation thereof as may be reasonably requested by Seller), and the Closing Statement and, to the extent applicable, otherwise be prepared in accordance with the Transaction Accounting Principles. If Purchaser does not deliver the Post-Closing Statement within one hundred (100) days after the Closing (taking into account one extension of up to fifteen (15) days, which shall automatically be approved by Seller, or any other any extension that may be reasonably consented to by Seller, such consent not to be unreasonably withheld, conditioned or delayed), Seller may elect to (i) deem the Closing Statement to be final and binding, in which case the Closing Statement will be final, conclusive and binding on the parties hereto or (ii) engage a Boutique Specialty Firm to prepare the Post-Closing Statement, in which case the Post-Closing Statement prepared by such Boutique Specialty Firm shall be deemed to be the Post-Closing Statement delivered by Purchaser, with any Liabilities in respect of such Boutique Specialty Firm (including any costs or expenses) being borne solely by Purchaser. (d) Within fifty (50) days following receipt by Seller of the Post-Closing Statement (which may be extended one time by Seller for up to fifteen (15) days or by mutual agreement of the Parties, such agreement not to be unreasonably withheld, conditioned or delayed), Seller shall deliver written notice to Purchaser of any dispute Seller has with respect to the calculation, preparation or content of the Post-Closing Statement (the “Dispute Notice”); provided, that if Seller does not deliver any Dispute Notice to Purchaser within such fifty (50) day period, the Post-Closing Statement will be final, conclusive and binding on the parties hereto; provided, further, in the event Purchaser or any of its Representatives does not provide access to the books, records or personnel of Purchaser and its Subsidiaries required to be provided to the Seller or any of its Representatives within four (4) Business Days following a request therefor in compliance with Section 2.9(e), such 50-day period shall be extended by one Business Day for each Business Day on which Purchaser or such of its Representatives has failed to provide such access following such fourth Business Day. The Dispute Notice shall set forth in reasonable detail (i) any item on the Post-Closing Statement that Seller disputes (including the rationale for such dispute) and (ii) the proposed correct amount of such item; provided, that Seller may not dispute the accounting principles, practices, methodologies and policies used in preparing the Post-Closing Statement unless they are inconsistent with the Transaction Accounting Principles, to the extent applicable. Seller shall be deemed to have accepted any item not identified as a disputed item in a Dispute Notice, and such undisputed items shall be final, binding and non-appealable by the parties. Upon receipt by Purchaser of a Dispute Notice, Purchaser and Seller shall negotiate in good faith to resolve any dispute set forth therein. If Purchaser and Seller fail to resolve any such dispute within thirty (30) days after delivery of the Dispute Notice (the “Dispute Resolution Period”), then, within ten (10) Business Days following the expiration of the Dispute Resolution Period (or such longer period as mutually agreed by Purchaser and Seller), an independent, nationally recognized boutique specialty firm with an active practice area focused on post-mergers and acquisitions purchase price dispute resolution (any such firm, a “Boutique Specialty Firm”) selected jointly by Seller and Purchaser (the “Independent Accounting Firm”) shall be engaged to resolve any such dispute; provided, that, if Seller and Purchaser are unable to agree on the Independent Accounting Firm, then each of Seller and Purchaser shall select a Boutique Specialty Firm, and the two (2) Boutique Specialty Firms will mutually select a third Boutique Specialty Firm to serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Purchaser and Seller shall each prepare and submit a written presentation detailing each party’s complete statement of proposed resolution of each issue still in dispute to the Independent Accounting Firm (it being understood that the content of each such presentation shall be limited to whether the Adjustment Amount, the Closing Cash Amounts and the Closing Funded Debt were properly calculated in accordance with the terms of this Agreement (including Transaction Accounting Principles, to the extent applicable), the proposed resolution of each disputed issue by such party and reasonable supporting detail for the foregoing). Purchaser and Seller shall instruct the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than twenty (20) days following such presentations, make a final determination, binding on the parties to this Agreement, of the appropriate amount of each of the line items that remain in dispute as indicated in the Dispute Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Purchaser, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by Seller or Purchaser, as applicable, in their respective presentations to the Independent Accounting Firm described above. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to whether any disputed determinations of the Adjustment Amount, the Closing Cash Amounts and the Closing Funded Debt were properly calculated in accordance with the terms of this Agreement (including the Transaction Accounting Principles, to the extent applicable). The Independent Accounting Firm shall make a final determination of the disputed items based solely on presentations by Xxxxxxxxx and Seller and in accordance with this Agreement (i.e., acting as an expert and not as an arbitrator or otherwise on the basis of an independent review). Purchaser and Seller shall cooperate with the Independent Accounting Firm during the term of its engagement; provided, that neither Purchaser nor Seller shall engage in any ex-parte communications with the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other, based upon the percentage that the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Accounting Firm. For example, if Seller claims in a Dispute Notice that the Adjustment Amount is $1,000 greater than the amount determined by Purchaser in the Closing Statement, and if the Independent Accounting Firm ultimately resolves the dispute by awarding Seller $600 of the $1,000 contested, then the costs and expenses of the Independent Accounting Firm will be allocated sixty percent (60%) (i.e., 600 ÷ 1,000) to Purchaser and forty percent (40%) (i.e., 400 ÷ 1,000) to Seller. Absent fraud or manifest error, all determinations made by the Independent Accounting Firm, and the Post-Closing Statement, as modified by the Independent Accounting Firm, will be final, conclusive and binding on the parties hereto. The parties hereto agree that any adjustment as determined pursuant to this Section 2.9(c) shall be treated as an adjustment to the Final Purchase Price, except as otherwise required by Law. (e) For purposes of complying with the terms set forth in this Section 2.9, each of Seller and Purchaser shall reasonably cooperate with and promptly make available to each other and their respective Representatives all information, records, data and working papers (subject to customary confidentiality agreements and access letters, as applicable), in each case to the extent related to the Purchased Assets, Assumed Liabilities, Business, or Purchased Entities, and shall permit reasonable access, during normal business hours and in a manner so as not to unreasonably interfere with its business, to its facilities and personnel, in each case, to the extent reasonably required in connection with the preparation and analysis of the Closing Working Capital is Statement or the Post-Closing Statement and the resolution of any disputes thereunder; provided, that Seller and Purchaser (and their respective Affiliates, as applicable) shall not be required to provide any documents or information to the Closing Working Capital is equal extent that such provision would jeopardize any attorney-client or other privilege or contravene any applicable Law, Data Security Requirements, fiduciary duty or binding agreement to an amount which Seller, Purchaser or any of their respective Affiliates, as applicable, are party; provided, further, that is in each such case, the party withholding such information shall use reasonable best efforts to provide to the requesting party, to the extent possible, with access to the relevant information in a manner that would not less than reasonably be expected to result in violation of any applicable Law, Data Security Requirements, fiduciary duty or contractual obligations or the Lower Working Capital Collar Amount and is also not greater than the Upper Working Capital Collar Amount, then the Estimated Adjustment Amount will be zeroforfeiture or waiver of any such attorney-client or other privilege.

Adjustment to Base Purchase Price. (a) Section 2.9 of the Seller Disclosure Schedules sets forth a calculation of the Working Capital, the Cash Amounts (after deducting the amount of any outstanding uncleared issued checks, drafts or wire transfers or other payments issued before the Balance Sheet Date and not deducted from the bank accounts of such Target Entities as of immediately prior to the Balance Sheet Date) and the Funded Debt of the Purchased Companies and their SubsidiariesDebt, in each case, as of June 28, 2015 the Balance Sheet Date (the “Sample Closing Statement”), including the classification of asset and liability line items and general ledger accounts. The Sample Closing Statement shall be , which has been prepared consistent in accordance with the accounting principles, practices, methodologies and policies principles set forth on Section 2.9 of the Seller Disclosure Schedules (such principles, practices, methodologies and policies, collectively, the “Transaction Working Capital Accounting Principles”). (b) At least three four (34) Business Days prior to the anticipated Closing Date, HD Supply Seller shall cause to be prepared and delivered to Buyer Purchaser a closing statement (the “Closing Statement”) setting forth its Seller’s good-faith estimate of the following amounts, in each case as of immediately prior to the Closing Effective Time: (i) the Closing Working CapitalAdjustment Amount (such estimate, the “Estimated Adjustment Amount”), (ii) the Adjustment AmountClosing Cash Amounts (such estimate, the “Estimated Closing Cash Amounts”) and (iii) the Closing Cash Amounts and (iv) the Closing Funded Debt and (such estimates shall be deemed estimate, the “Estimated Closing Working Capital,” “Estimated Adjustment Amount,” “Estimated Closing Cash Amounts” and “Estimated Closing Funded Debt,” respectively, for purposes of this Agreement”). The Closing Statement shall set forth the calculations of such amounts in a manner consistent with the Sample Closing Statement and shall be prepared in accordance with the Transaction Accounting Principles; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement that cannot be appropriately placed in line items previously used by HD Supply, but that constitute assets or liabilities of the Purchased Companies, Purchased Assets or Assumed Liabilities, will also be included to the extent consistent with the Transaction Working Capital Accounting Principles. The Estimated Closing Working Capital, the Estimated Adjustment Amount, the Estimated Closing Cash Amounts Amount and the Estimated Closing Funded Debt shall be used to calculate the Closing Purchase Price to be paid by Buyer Purchaser to HD Supply, on behalf of the Sellers, Seller at the Closing. For Closing (all of which, for the avoidance of doubt, if HD Supplyshall be determined assuming each Deferred Closing occurred at the Closing). (c) As promptly as reasonably possible and in any event within ninety (90) days after the Closing Date, Seller shall prepare or cause to be prepared, and will provide to Seller, a written statement (the “Post-Closing Statement”), setting forth the Adjustment Amount, the Closing Cash Amounts and the Closing Funded Debt (all of which, for the avoidance of doubt, shall be determined assuming each Deferred Closing occurred at the Closing). The Post-Closing Statement shall set forth in reasonable detail Seller’s goodcalculations of such amounts in substantially the same format as, and in a manner consistent with, the Sample Closing Statement and the Closing Statement and shall be prepared in accordance with the Working Capital Accounting Principles. The Post-faith estimate Closing Statement shall also set forth Seller’s calculations of the Closing Working Capital in each Deferred Closing Country and Deferred Retained Closing Country, in each case stated in the applicable local currency (the “Deferred Closing Country Closing Working Capital”). (d) Within forty-five (45) days following receipt by Purchaser of the Post-Closing Statement, Purchaser shall deliver written notice to Seller of any dispute Purchaser has with respect to the calculation, preparation or content of the Post-Closing Statement (the “Dispute Notice”); provided, however, that if Purchaser does not deliver any Dispute Notice to Seller within such forty-five (45) day period, the Post-Closing Statement will be final, conclusive and binding on the Parties. The Dispute Notice shall set forth in reasonable detail (i) any item on the Post-Closing Statement that Purchaser disputes and (ii) the proposed amount of such item; provided, however, that Purchaser may not dispute the accounting principles, practices, methodologies and policies used in preparing the Post-Closing Statement unless they are inconsistent with the Working Capital Accounting Principles. Any item on the Post-Closing Statement that is not disputed by Purchaser in the Dispute Notice will be final, conclusive and binding on the Parties. Upon receipt by Seller of a Dispute Notice, Purchaser and Seller shall negotiate in good faith to resolve any disputed items set forth therein. If Purchaser and Seller fail to resolve any such disputed items within thirty (30) days after delivery of the Dispute Notice (the “Dispute Resolution Period”), then Purchaser and Seller jointly shall engage, within ten (10) Business Days following the expiration of the Dispute Resolution Period, an internationally recognized major accounting firm selected jointly by Seller and Purchaser (the “Independent Accounting Firm”) to resolve any such disputed items; provided that, if Seller and Purchaser are unable to agree on the Independent Accounting Firm, then each of Seller and Purchaser shall select an internationally recognized major accounting firm, and the two firms will mutually select a third internationally recognized major accounting firm to serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Purchaser and Seller shall each prepare and submit a presentation detailing each Party’s complete statement of proposed resolution of each item still in dispute to the Independent Accounting Firm (it being understood that the content of each such presentation shall be limited to whether the Adjustment Amount, the Closing Cash Amounts, the Closing Funded Debt and the Deferred Closing Country Closing Working Capital is equal were calculated in accordance with the Working Capital Accounting Principles and this Agreement, the proposed resolution of each disputed item by such Party and reasonable supporting detail for the foregoing). Purchaser and Seller shall instruct the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than twenty (20) days following such presentations, make a final determination, binding on the Parties, of the appropriate amount of each of the items that remain in dispute as indicated in the Dispute Notice. With respect to an amount that is each disputed item, such determination, if not in accordance with the position of either Seller or Purchaser, shall not be in excess of the higher, nor less than the Lower lower, of the amounts proposed by Seller or Purchaser, as applicable, in their respective presentations to the Independent Accounting Firm described above. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to whether any disputed items were properly calculated in accordance with the terms of this Agreement, including the Working Capital Collar Amount Accounting Principles. All fees and is also not greater than expenses relating to the Upper Working Capital Collar Amountwork, then if any, to be performed by the Estimated Adjustment Amount Independent Accounting Firm shall be borne by Seller and Purchaser in proportion to the allocation of the dollar value of the amounts in dispute between Seller and Purchaser resolved by the Independent Accounting Firm, such that the party prevailing on the greatest dollar value of such disputes pays the lesser proportion of the fees. All determinations made by the Independent Accounting Firm, and the Post-Closing Statement, as modified by the Independent Accounting Firm, will be zerofinal, conclusive and binding on the Parties. The Parties agree that any adjustment as determined pursuant to this Section 2.9(d) shall be treated as an adjustment to the Purchase Price, except as otherwise required by Law. (e) For purposes of complying with the terms set forth in this Section 2.9, each of Seller and Purchaser shall reasonably cooperate with and make available to each other and their respective Representatives all information, records, data and working papers, in each case to the extent related to the Purchased Assets, the Assumed Liabilities, the Business or the Target Entities, and shall permit access to its facilities and personnel, in each case as may be reasonably required in connection with the preparation and analysis of the Post-Closing Statement and the resolution of any disputes thereunder.

Adjustment to Base Purchase Price. (a) Section 2.9 2.9(a) of the Seller Disclosure Schedules sets forth a calculation of the Working Capital, the Cash Amounts and the Funded Debt of the Purchased Companies and their SubsidiariesBusiness, in each case, as of June 28September 30, 2015 2020 (the “Sample Closing Statement”), including the asset and liability line items and general ledger accounts. The Sample Closing Statement shall be included in the calculation of Working Capital, prepared in accordance with GAAP, applied on a basis consistent with the accounting principles, practices, procedures, methodologies and policies that were employed in preparing the Business Financial Information (with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies), as modified by the accounting principles set forth on Section 2.9 2.9(a) of the Seller Disclosure Schedules (such principles, practices, methodologies and policies, collectively, the “Transaction Accounting Principles”). (b) At least three two (32) Business Days prior to the Closing Date, HD Supply Seller shall cause to be prepared and delivered to Buyer Purchaser a closing statement (the “Closing Statement”) setting forth its Seller’s good-faith estimate of (i) the Closing Working CapitalAdjustment Amount (such estimate, the “Estimated Adjustment Amount”), (ii) the Adjustment AmountClosing Cash Amounts (such estimate, the “Estimated Closing Cash Amounts”) and (iii) the Closing Cash Amounts and (iv) the Closing Funded Debt and (such estimates shall be deemed estimate, the “Estimated Closing Working Capital,” “Estimated Adjustment Amount,” “Estimated Closing Cash Amounts” and “Estimated Closing Funded Debt,” respectively, for purposes of this Agreement”). The Closing Statement shall set forth the calculations of such amounts in a manner consistent with the Sample Closing Statement and be prepared in accordance with the Transaction Accounting Principles, including the use of the same line items and line item entries set forth on and used in the preparation of the Sample Closing Statement. The Estimated Adjustment Amount and the Estimated Closing Funded Debt shall be used to calculate the Closing Purchase Price to be paid by Purchaser to Seller at the Closing. Purchaser agrees that, following the Closing through the date that the Post-Closing Statement becomes final and binding in accordance with this Section 2.9, it will not take any actions with respect to any accounting books, records, policies or procedures on which the Sample Closing Statement or the Closing Statement is based, or on which the Post-Closing Statement is to be based, that are inconsistent with the ordinary course past practice of the Business (or of Seller or any of its Affiliates with respect to the Business) prior to the Closing or that would impede or delay the final determination of the Post-Closing Statement. Without limiting the generality of the foregoing, no changes shall be made (including any changes reflected in the Post-Closing Statement) in any reserve or other account existing as of the date of the most recent balance sheet included in the Business Financial Information or other amount reflected in such balance sheet, except as a result of events occurring after such date and prior to the Closing and, in such event, only in a manner consistent with the Transaction Accounting Principles. (c) As promptly as reasonably possible and in any event within sixty (60) days after the Closing Date, Purchaser shall prepare or cause to be prepared, and will provide to Seller, a written statement (the “Post-Closing Statement”), setting forth a good-faith calculation of the Adjustment Amount, the Closing Cash Amounts and the Closing Funded Debt. The Post-Closing Statement shall set forth in reasonable detail Purchaser’s calculations of such amounts in a manner consistent with the Sample Closing Statement and shall be prepared in accordance with the Transaction Accounting Principles, including the use of the same line items and line item entries set forth on and used in the preparation of the Sample Closing Statement. (d) Within forty-five (45) days following receipt by Seller of the Post-Closing Statement, Seller shall deliver written notice to Purchaser of any dispute Seller has with respect to the calculation, preparation or content of the Post-Closing Statement (the “Dispute Notice”); provided, however, that assets newly acquired if Seller does not deliver any Dispute Notice to Purchaser within such forty-five (45)-day period, the Post-Closing Statement will be final, conclusive and liabilities newly incurred following binding on the date of Parties. The Dispute Notice shall set forth in reasonable detail (i) any item on the Sample Post-Closing Statement that canSeller disputes, together with reasonable detail of the basis for such dispute and (ii) Seller’s calculation of the amount of such item. Upon receipt by Purchaser of a Dispute Notice, Purchaser and Seller shall negotiate in good faith to resolve any dispute set forth therein. If Purchaser and Seller fail to resolve any such dispute within thirty (30) days after delivery of the Dispute Notice (the “Dispute Resolution Period”), then Purchaser and Seller jointly shall engage, within ten (10) Business Days following the expiration of the Dispute Resolution Period, a nationally recognized independent accounting firm selected jointly by Seller and Purchaser (the “Independent Accounting Firm”) to resolve any such dispute; provided that, if Seller and Purchaser are unable to agree on the Independent Accounting Firm, then each of Seller and Purchaser shall select a nationally recognized independent accounting firm, and the two (2) firms will mutually select a third (3rd) nationally recognized independent accounting firm to serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Purchaser and Seller shall each prepare and submit a presentation detailing such Party’s complete statement of proposed resolution of each issue still in dispute to the Independent Accounting Firm (and such presentation, and all other communications with the Independent Accounting Firm, will be simultaneously made or delivered to the other Party). Purchaser and Seller shall instruct the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than twenty (20) days following such presentations, make a final determination of the appropriate amount of each of the line items that remain in dispute as indicated in the Dispute Notice (and that have not been thereafter resolved by written agreement of the Parties). With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Purchaser, shall not be appropriately placed in excess of the higher, nor less than the lower, of the amounts advocated by Seller or Purchaser, as applicable, in the Dispute Notice and the Post-Closing Statement, respectively. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to those line items previously used that remain in dispute as indicated in the Dispute Notice (and that have not been thereafter resolved by HD Supply, but that constitute assets or liabilities written agreement of the Purchased Companies, Purchased Assets or Assumed Liabilities, will also be included to Parties) and whether any disputed determinations of the extent consistent with the Transaction Accounting Principles. The Estimated Closing Working Capital, the Estimated Adjustment Amount, the Estimated Closing Cash Amounts and the Estimated Closing Funded Debt were properly calculated in accordance with the Transaction Accounting Principles and the provisions of this Agreement. All fees and expenses relating to the work, if any, to be performed by the Independent Accounting Firm shall be used allocated between Seller and Purchaser in the same proportion that the aggregate dollar amount of line items unsuccessfully disputed or defended, as the case may be, by each such Party (as finally determined by the Independent Accounting Firm) bears to calculate the total dollar amount of disputed line items presented by both Parties. All determinations made by the Independent Accounting Firm, and the Post-Closing Purchase Price Statement, as modified by the Independent Accounting Firm and to be paid reflect any items resolved by Buyer to HD Supply, on behalf written agreement of the SellersParties, at will be final, conclusive and binding on the Closing. Parties absent manifest error. (e) For purposes of complying with the avoidance terms set forth in this Section 2.9, each of doubtSeller and Purchaser shall reasonably cooperate with and make available to each other, if HD Supply’s good-faith estimate the Independent Accounting Firm and each of their respective Representatives all information, records, data and working papers, in each case to the extent related to the Purchased Assets, Assumed Liabilities, Business, or Purchased Companies (and Subsidiaries thereof), and shall permit access to its and their facilities and personnel, as may be reasonably required in connection with the preparation, analysis and review of the Post-Closing Working Capital is that Statement and the Closing Working Capital is equal to an amount that is not less than the Lower Working Capital Collar Amount and is also not greater than the Upper Working Capital Collar Amount, then the Estimated Adjustment Amount will be zeroresolution of any disputes thereunder.

Adjustment to Base Purchase Price. (a) Section 2.9 of the Seller Disclosure Schedules Exhibit H sets forth a calculation of the Working Capital, the Cash Amounts and the Funded Debt of the Purchased Companies Entities and their SubsidiariesPurchased Consolidated Ventures, in each case, as of June 28, 2015 the Balance Sheet Date (the “Sample Closing Statement”), including the classification of asset and liability line items and general ledger accounts. The Sample Closing Statement shall be prepared (i) in accordance with GAAP, (ii) consistent with the accounting principles, practices, methodologies and policies that were employed in preparing the Business Financial Statements, (iii) as modified by the accounting principles set forth on Section 2.9 Exhibit H, (iv) with respect to Closing Working Capital, in accordance with those specific procedures that would be adopted at a fiscal year end of the Seller Disclosure Schedules Purchased Subsidiaries prior to the Closing, subject to the specific policies set out on Exhibit H (and, for the avoidance of doubt, the Closing Working Capital shall be prepared in accordance with the specific procedures in effect for the Business as of the fiscal year ending September 30, 2018), and (v) with respect to Closing Working Capital, such that all line items shall be tracked based on the accounting policies used by the Business as of September 30, 2018, and all calculations shall be based on GAAP as applied at September 30, 2018 (the principles, practices, methodologies and policiespolicies set forth in clauses (i) through (v), collectively, the “Transaction Accounting Principles”). (b) At least three (3) Business Days prior to the Closing Date, HD Supply Seller shall cause to be prepared and delivered to Buyer Purchaser a closing statement (the “Closing Statement”) setting forth its a good-faith estimate of (i) the Closing Working CapitalAdjustment Amount (such estimate, the “Estimated Adjustment Amount”), (ii) the Adjustment AmountClosing Cash Amounts (such estimate, the “Estimated Closing Cash Amounts”), and (iii) the Closing Cash Amounts and (iv) the Closing Funded Debt and (such estimates shall be deemed estimate, the “Estimated Closing Working Capital,” “Estimated Adjustment Amount,” “Estimated Closing Cash Amounts” and “Estimated Closing Funded Debt,” respectively, for purposes of this Agreement”). The Closing Statement shall set forth the calculations of such amounts in a manner consistent with the Sample Closing Statement definitions in this Agreement. Seller shall provide Purchaser with a reasonable opportunity to review and shall be prepared in accordance with the Transaction Accounting Principles; provided, however, that assets newly acquired and liabilities newly incurred following the date of the Sample Closing Statement that cannot be appropriately placed in line items previously used by HD Supply, but that constitute assets or liabilities of the Purchased Companies, Purchased Assets or Assumed Liabilities, will also be included to propose comments to the extent consistent with the Transaction Accounting PrinciplesClosing Statement, which Seller shall consider in good faith. The Estimated Closing Working Capital, the Estimated Adjustment Amount, the Estimated Closing Cash Amounts Amount, and the Estimated Closing Funded Debt (in each case as amended as applicable to reflect Purchaser’s comments to the extent acceptable by Seller in accordance with the preceding sentence) shall be used to calculate the Closing Purchase Price to be paid by Buyer Purchaser to HD Supply, on behalf of the Sellers, Seller at the Closing. For Purchaser agrees that, following the avoidance Closing through the date that the Post-Closing Statement becomes final and binding in accordance with this Section 2.9, it will not take any actions with respect to any accounting books, records, policies or procedures on which the Post-Closing Statement is to be based, that are inconsistent with the ordinary course past practice of doubtthe Business (or of Seller or any of its Affiliates with respect to the Business) prior to the Closing or with the intent to impede or delay the final determination of the Post-Closing Statement. (c) As promptly as reasonably possible and in any event within ninety (90) days after the Closing Date, Purchaser shall prepare or cause to be prepared, and will provide to Seller, a written statement (the “Post-Closing Statement”), setting forth the Adjustment Amount, the Closing Cash Amounts and the Closing Funded Debt. The Post-Closing Statement shall set forth in reasonable detail Purchaser’s calculations of such amounts in the exact same format as the Sample Closing Statement, and in a manner consistent with, the definitions in this Agreement and the Transaction Accounting Principles (to the extent applicable). (d) Within forty-five (45) days following receipt by Seller of the Post-Closing Statement, Seller shall deliver written notice to Purchaser of any dispute Seller has with respect to the calculation, preparation or content of the Post-Closing Statement (the “Dispute Notice”); provided, that if HD SupplySeller does not deliver any Dispute Notice to Purchaser within such forty-five (45) day period, the Post-Closing Statement will be final, conclusive and binding on the parties hereto. The Dispute Notice shall set forth in reasonable detail (i) any item on the Post-Closing Statement that Seller disputes and the grounds for such dispute and (ii) Seller’s good-faith estimate of the correct amount of such item; provided, that (a) Seller may not dispute the accounting principles, practices, methodologies and policies used in preparing the Post-Closing Working Capital Statement unless they are inconsistent with the Transaction Accounting Principles and (b) Seller shall be deemed to have agreed with items and amounts on the Post-Closing Statement that are not disputed in the Dispute Notice. Upon receipt by Purchaser of a Dispute Notice, Purchaser and Seller shall negotiate in good faith to resolve any dispute set forth therein. If Purchaser and Seller fail to resolve any such dispute within thirty (30) days after delivery of the Dispute Notice (the “Dispute Resolution Period”), then, within ten (10) Business Days following the expiration of the Dispute Resolution Period, an auditor mutually acceptable to Seller and Purchaser (the “Independent Accounting Firm”) shall be engaged to resolve any such dispute; provided, that, if such auditor is unwilling or unable to perform the services required under this Section 2.9(d) and Seller and Purchaser are unable to mutually agree on another accounting firm to serve as the Independent Accounting Firm, then each of Seller and Purchaser shall select a nationally recognized major accounting firm, and the two (2) firms will mutually select a third nationally recognized major accounting firm to serve as the Independent Accounting Firm. As promptly as practicable, and in any event not more than fifteen (15) days following the engagement of the Independent Accounting Firm, Purchaser and Seller shall each prepare and submit a written presentation detailing each party’s complete statement of proposed resolution of each issue still in dispute to the Independent Accounting Firm (it being understood that the content of each such presentation shall be limited to (x) whether the Adjustment Amount, the Closing Working Capital is equal Cash Amounts and the Closing Funded Debt were properly calculated in accordance with the definitions in this Agreement, (y) the proposed resolution of each disputed issue by such party and (z) reasonable supporting detail for the foregoing). Purchaser and Seller shall instruct the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than twenty (20) days following such presentations, make a final determination, binding on the parties to an this Agreement, of the appropriate amount of each of the line items that is remain in dispute as indicated in the Dispute Notice. With respect to each disputed line item, such determination, if not in accordance with the position of either Seller or Purchaser, shall not be in excess of the higher, nor less than the Lower Working Capital Collar lower, of the amounts advocated by Seller or Purchaser, as applicable, in their respective presentations to the Independent Accounting Firm described above. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to the disputed line items submitted to the Independent Accounting Firm by Purchaser and Seller and whether any disputed determinations of the Adjustment Amount, the Closing Cash Amounts and the Closing Funded Debt were properly calculated in accordance with the definitions in this Agreement. The fees and expenses of the Independent Accounting Firm shall be allocated to be paid by Purchaser, on the one hand, and Seller, on the other hand, based upon the percentage that the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Accounting Firm. For example, if Seller claims in a Dispute Notice that the Adjustment Amount and is also not $1,000 greater than the Upper Working Capital Collar Amountamount determined by Purchaser in the Closing Statement, and if the Independent Accounting Firm ultimately resolves the dispute by awarding Seller $600 of the $1,000 contested, then the Estimated Adjustment Amount costs and expenses of the Independent Accounting Firm will be zeroallocated 60% (i.e., 600 ÷ 1,000) to Purchaser and 40% (i.e., 400 ÷ 1,000) to Seller. All determinations made by the Independent Accounting Firm, and the Post-Closing Statement, as modified by the Independent Accounting Firm, will be final, conclusive and binding on the parties hereto. The parties hereto agree that any adjustment as determined pursuant to this Section 2.9(d) shall be treated as an adjustment to the Final Purchase Price, except as otherwise required by Law. (e) For purposes of complying with the terms set forth in this Section 2.9, each of Seller and Purchaser shall reasonably cooperate with and promptly make available to each other and their respective Representatives all information, records, data and working papers (subject to customary confidentiality agreements and access letters, as applicable), in each case to the extent related to the Purchased Assets, Assumed Liabilities, Business, Purchased Entities or Purchased Consolidated Ventures, and shall permit reasonable access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Post-Closing Statement and the resolution of any disputes thereunder; provided, that Seller or Purchaser may withhold any document (or portions thereof) or information that may constitute privileged attorney-client communications or attorney work product, the transfer of which, or the provision of access to which, on the advice of legal counsel, would reasonably be expected to risk a waiver of such privilege or if the provision of access to such document (or portion thereof) or information, on the advice of legal counsel, would reasonably be expected to conflict with applicable Law (it being agreed, that, in the event any of the restrictions in the foregoing apply, the disclosing party shall provide the other party with a reasonably detailed description and summary of the information not provided and cooperate in good faith with such other party to design and implement alternative disclosure arrangements to enable such other party and its Representatives to evaluate any such information without resulting in such violation or jeopardizing such attorney-client privilege or contravening such Laws).

Adjustment to Base Purchase Price. (a) Subject to Section 2.9 3.3(b), at the Closing, the Base Purchase Price shall be adjusted to account for the items set forth in this Section 3.3(a): (i) the Base Purchase Price shall be decreased by four million dollars ($4,000,000) if the Closing occurs on or before July 28, 2003; (ii) [intentionally omitted] (iii) the Base Purchase Price shall be increased by two million dollars ($2,000,000) in the event the Closing occurs after the first anniversary of the Seller Disclosure Schedules sets forth a calculation date hereof; (iv) the Base Purchase Price shall be increased by the aggregate amount of all accounts receivable and earned but unbilled revenues (other than any amounts that are due from any of Seller's Affiliates or that otherwise are Excluded Assets) attributable to the Business as of day immediately preceding the Closing Date net of Seller's reserve for allowance for bad debt (as reflected in Seller's written policy for allowance for bad debt as of the Working Capital, date hereof); (v) the Cash Amounts and Base Purchase Price shall be decreased by all accounts payable attributable to the Funded Debt Business as of the Purchased Companies day immediately preceding the Closing Date (other than any liability that is an Excluded Liability); (vi) the Base Purchase price shall be decreased by (A) the aggregate amount of customer advances for construction times 25% and their Subsidiaries(B) the aggregate amount of customer deposits, in each case, case to the extent relating to the Business outstanding as of June 28the day immediately preceding the Closing Date (other than any amounts due to any of Seller's Affiliates or that otherwise is an Excluded Liability); (vii) the Base Purchase Price shall increased by the aggregate amount of Inventories recorded on Seller's books and records as of day immediately preceding the Closing Date; (viii) the Base Purchase Price shall be adjusted to account for the net balance payable to or by Seller, 2015 if any, for items prorated pursuant to Section 3.4, other than the items addressed in Section 3.4(a); (ix) the “Sample Closing Statement”Base Purchase Price shall be increased or decreased if and to the extent required by Sections 6.3(c), 6.12(b), 6.12(d)(iii)(D) and 6.13; and (x) the Base Purchase Price will be increased by the aggregate amount of all (i) Approved Capital Expenditures that are accrued by Seller between the date of this Agreement and the Closing Date (including expenditures recorded in the asset and liability line items and general ledger accounts. The Sample Closing Statement shall be prepared consistent with the accounting principles, practices, methodologies and policies set forth on Section 2.9 Construction Work in Progress account of the Seller Disclosure Schedules Business as of the day immediately preceding the Closing Date and relating to the Approved Capital Expenditures), (such principlesii) without duplication, practicesexpenditures to purchase materials, methodologies supplies and policiesother capital items that are dedicated to, collectivelybut as of Closing have not been used in, the “Transaction Accounting Principles”)construction or improvement of the property, plant or equipment and relating to the Approved Capital Expenditures) and (iii) without duplication, other expenditures recorded as an asset of the Business as of the day immediately preceding the Closing Date and relating to such Approved Capital Expenditures. (b) At least three ten (310), but no more than thirty (30) Business Days days prior to the Closing Date, HD Supply Seller shall cause to be prepared prepare and delivered deliver to Buyer a an estimated closing statement (the “"Estimated Closing Statement”") setting that shall set forth its good-faith Seller's best estimate of the estimated adjustments to the Base Purchase Price required by Section 3.3(a) (regardless of whether notice of such Base Purchase Price adjustments have been previously delivered to Buyer) (the "Estimated Adjustment"). Within five (5) days following the delivery of an Estimated Closing Statement to Buyer, Buyer may object in good faith to such Estimated Closing Payment in writing. In the event of any such objection, the Parties shall attempt to resolve their differences by negotiation. If the Parties are unable to do so before three (3) days prior to the Closing Date, then (i) the full amount of the Estimated Adjustment shall be made at the Closing Working Capitalif the amount in dispute is less than $1,000,000, or (ii) the undisputed portion of the Estimated Adjustment Amount, (iii) shall be made at the Closing Cash Amounts if the amount in dispute is $1,000,000 or more. The disputed portions shall be paid as a Post-Closing Adjustment if and to the extent required by Section 3.3(d). (ivc) Within sixty (60) days following the Closing Funded Debt Date, Seller shall prepare and such estimates shall be deemed the “Estimated Closing Working Capital,” “Estimated Adjustment Amount,” “Estimated Closing Cash Amounts” and “Estimated Closing Funded Debt,” respectively, for purposes of this Agreement. The Closing Statement shall set deliver to Buyer a final closing statement setting forth the final adjustments to the Base Purchase Price required by Section 3.3(a) (the "Proposed Post-Closing Adjustment"). All calculations of such amounts in a manner consistent with the Sample Proposed Post-Closing Statement and Adjustments shall be prepared using the same accounting principles, policies and methods as Seller has historically used in accordance connection with the Transaction calculation of the items reflected on such Proposed Post- Closing Adjustments. (d) Within thirty (30) days following the delivery of a Proposed Post-Closing Adjustment to Buyer, Buyer may object to such Proposed Post-Closing Adjustment in writing. Seller agrees to cooperate with Buyer to provide Buyer and Buyer's Representatives information used to prepare the Proposed Post-Closing Adjustments and information relating thereto. If Buyer objects to a Proposed Post-Closing Adjustment, the Parties shall attempt to resolve such dispute by negotiation. If such Parties are unable to resolve such dispute within thirty (30) days of any such objection by Buyer, the Parties shall appoint an Independent Accounting Principles; providedFirm. The fees and expenses of such Independent Accounting Firm shall be allocated between Buyer and Seller so that Seller's share of such fees and expenses shall be in the same proportion that the aggregate amount of such remaining disputed amounts so submitted by Buyer to such auditor that is successfully disputed by Buyer (as finally determined by such auditor) bears to the total amount of such remaining disputed amounts so submitted by Buyer to such auditor. The Independent Accounting Firm shall review such Proposed Post-Closing Adjustment and determine the appropriate adjustment to the Base Purchase Price, howeverif any, that assets newly acquired within thirty (30) days of such appointment. The Parties agree to cooperate with the Independent Accounting Firm and liabilities newly incurred following provide it with such information as it reasonably requests to enable it to make such determination. The finding of such Independent Accounting Firm shall be binding on the Parties hereto. Upon determination by agreement of the Parties or by binding determination of the Independent Accounting Firm of the appropriate adjustment to the Base Purchase Price (in either case, the "Post- Closing Adjustment"), if such Post-Closing Adjustment results in a change to the Base Purchase Price, the Party owing the difference shall deliver such difference to the Party owed such amount no later than two (2) Business Days after the determination of such Post Closing Adjustment, in immediately available funds or in any other manner as reasonably requested by the Party owed such amount, plus interest at 6.0% per annum on such determined amount from the Closing Date to (but not including) the date of payment. (e) If at any time following the Sample Closing Statement that cannot be appropriately placed in line items previously used by HD Supply, but that constitute assets or liabilities Date Buyer actually returns to customers greater than thirty-five percent (35%) of the Purchased Companiesaggregate customer advances for construction directly relating to the Business and outstanding as of the Closing Date ("Advances"), Purchased Assets or Assumed Liabilities, will also be included Seller shall reimburse Buyer for all amounts returned to customers to the extent consistent said returns exceed twenty-five percent (25%) of Advances. Buyer may, at any time within seven (7) years from the Closing Date, provide notice to Seller of a reimbursement claim under this Section 3.3(e), which notice shall include reasonable documentary substantiation of returns to customers of Advances. In the event Seller agrees with said determination, it shall promptly pay such reimbursement to Buyer. In the Transaction Accounting Principles. The Estimated event Seller disputes said determination, it shall initiate the dispute resolution procedures with regard to the Post- Closing Working CapitalAdjustment, the Estimated Adjustment Amountas provided in Section 3.3(d), the Estimated Closing Cash Amounts and the Estimated Closing Funded Debt which shall be used to calculate binding on the Closing Purchase Price to be paid by Buyer to HD Supply, on behalf of the Sellers, at the Closing. For the avoidance of doubt, if HD Supply’s good-faith estimate of the Closing Working Capital is that the Closing Working Capital is equal to an amount that is not less than the Lower Working Capital Collar Amount and is also not greater than the Upper Working Capital Collar Amount, then the Estimated Adjustment Amount will be zeroParties.