Common use of Adjustment to Consideration Clause in Contracts

Adjustment to Consideration. (a) Within ninety (90) days following the Closing Date, Parent may, at its election, cause to be prepared and delivered to the Securityholder Agent a statement reflecting the Cash Amount of the Surviving Corporation on the Closing Date Balance Sheet (the “Final Cash Balance”). In the event that, pursuant to the terms of this Section 7.3, it is determined that the Final Cash Balance is less than the lesser of the applicable Minimum Cash Balance for such Closing Date as determined pursuant to Section 5.27 and the Cash Amount reflected on the Estimated Closing Date Balance Sheet, then an amount equal to such difference shall be paid to Parent out of the Escrow Fund upon the delivery to the Escrow Agent of an Officer’s Certificate. Following delivery by Parent to the Securityholder Agent of the Final Cash Balance, Parent shall give, and shall cause the Surviving Corporation to give, to the Securityholder Agent reasonable access during Parent’s business hours to those books and records of the Surviving Corporation in the possession of Parent or the Surviving Corporation and any personnel which relate to the preparation of the Final Cash Balance for purposes of resolving any disputes concerning the Final Cash Balance. (b) The Securityholder Agent shall have thirty (30) days following delivery of the Final Cash Balance during which to notify Parent in writing (the “Notice of Objection”) of any good faith objections to the calculation of Final Cash Balance, setting forth a reasonably specific and detailed description of its objections and the dollar amount of each objection. If the Securityholder Agent objects to Parent’s calculation of Final Cash Balance, Parent and the Securityholder Agent shall attempt to resolve any such objections within fifteen (15) days of the receipt by Parent of the Notice of Objection. (c) If Parent and the Securityholder Agent are unable to resolve any such dispute within the thirty (30) day period referred to in Section 7.3(b) above, Parent and the Securityholder Agent shall submit the dispute to Deloitte & Touche LLP (the “Independent Accounting Firm”). Each of the parties to this Agreement shall, and shall cause their respective affiliates and representatives to, provide full cooperation to the Independent Accounting Firm. The Independent Accounting Firm shall (x) act in its capacity as an expert and not as an arbitrator, (y) consider only those matters as to which there is a dispute between the parties and (z) be instructed to reach its conclusions regarding any such dispute within thirty (30) days after its appointment and provide a written explanation of its decision. In the event that Parent and the Securityholder Agent submit any dispute to an Independent Accounting Firm, each such party may submit a “position paper” to the Independent Accounting Firm setting forth the position of such party with respect to such dispute, to be considered by such Independent Accounting Firm as it deems fit. Fifty percent (50%) of any expenses relating to the engagement of the Independent Accounting Firm shall be paid by Parent and fifty percent (50%) of such expenses shall be paid from the Escrow Fund. If the Securityholder Agent does not deliver the Notice of Objection in accordance with Section 7.3(c) above (i.e., within a thirty day period), the Final Cash Balance, shall be deemed to have been accepted by all of the parties to this Agreement. In the event that the Securityholder Agent delivers a Notice of Objection in accordance with the provisions above and Parent and the Securityholder Agent are able to resolve such dispute by mutual agreement, Parent’s calculation of the Final Cash Balance, to the extent modified by mutual agreement of such parties, shall be deemed to have been accepted by all of the parties to this Agreement. In the event that the Securityholder Agent delivers a Notice of Objection in accordance with the provisions set forth above and Parent and the Securityholder Agent are unable to resolve such dispute by mutual agreement, the determination of the Independent Accounting Firm shall be final and binding on the parties and Parent’s calculation of the Cash Amount on the Closing Date Balance Sheet, to the extent modified by the Independent Accounting Firm, shall be deemed to have been accepted by all of the parties to this Agreement. Subject to the foregoing provisions, the calculations of the Final Cash Balance shall be conclusive and binding on all of the parties to this Agreement, no further adjustments shall be made thereto and neither Parent nor the Securityholder Agent shall have any further right to challenge such calculation of the Final Cash Balance.

Adjustment to Consideration. (a) Within ninety (90) If, within 15 days following the Closing Date, Parent mayor the Stockholder Representative (each, at its electionan “Electing Party”) notifies the other party (the “Non- Electing Party”) that it is disputing the results of the Closing Date Balance Sheet that was used to determine the Balance Sheet Adjustment Amount pursuant to Section 1.6(a), such Electing Party shall, within 45 days following the Closing Date, cause to be prepared and delivered to the Securityholder Agent a statement reflecting the Cash Amount Non- Electing Party, an unaudited balance sheet of the Surviving Corporation on as of the Closing Date (the “Adjusted Balance Sheet”). The Adjusted Balance Sheet will be prepared in accordance with GAAP (except that the Adjusted Balance Sheet may omit footnotes and other presentation items that may be required by GAAP and shall include the adjustments set forth in Schedule 1.6(a)(i) hereto and in all events shall be consistent with the last two sentences of the definition of Balance Sheet Adjustment Amount above) consistently applied on a basis consistent with the calculation of the Trial Run and presenting such Electing Party’s good faith estimate of the balance sheet of the Surviving Corporation as of the close of business on the day immediately prior to the Closing. In the event that, pursuant to the terms of this Section 8.6, it is finally determined that the amount of (i) the Company’s total current assets (as defined by and as determined in accordance with GAAP) at the Closing Date as reflected on the Adjusted Balance Sheet minus (ii) the Company’s current liabilities (as defined by and as determined in accordance with GAAP ) at the Closing Date as reflected on the Adjusted Balance Sheet (collectively, the “Final Cash BalanceNet Assets at Closing”) exceeds (iii) the Balance Sheet Adjustment Amount, then an amount equal to such difference (the “Excess Assets”) shall be paid to the Stockholders pursuant to Section 1.6(c). In the event that, pursuant to the terms of this Section 7.3, 8.6 it is determined that the Final Cash Balance Net Assets at Closing is less than the lesser of the applicable Minimum Cash Balance for such Closing Date as determined pursuant to Section 5.27 and the Cash Amount reflected on the Estimated Closing Date Balance SheetSheet Adjustment Amount, then an amount equal to such difference (the “Excess Liabilities”) shall be paid to Parent out of the Escrow Fund upon in accordance with the delivery terms of Section 8.4 hereof on a dollar-for-dollar basis, and the Deductible Amount shall not apply to Parent’s right to payment for Excess Liabilities from the Escrow Agent of an Officer’s CertificateFund. Following delivery by Parent to shall, at the Securityholder Agent request of the Final Cash BalanceStockholder Representative if the Stockholder Representative is the Electing Party, prepare the Adjusted Balance Sheet on behalf of the Electing Party. Parent shall give, give and shall cause the Surviving Corporation to give, to give the Securityholder Agent Stockholder Representative and its accountant reasonable access during Parent’s regular business hours to those books and records and work papers of the Surviving Corporation in the possession or control of Parent or the Surviving Corporation and and, in the event that the Stockholder Representative is the Non- Electing Party, any personnel which relate to of Parent or the preparation of Surviving Corporation who prepared the Final Cash Adjusted Balance Sheet, for purposes of resolving any disputes concerning the Final Cash BalanceAdjusted Balance Sheet and the calculation of the Net Assets at Closing. (b) The Securityholder Agent Non- Electing Party shall have thirty (30) 45 days following delivery of the Final Cash Adjusted Balance Sheet during which to notify Parent the Electing Party in writing (the “Notice of Objection”) of any good faith objections to the calculation of Final Cash Balancethe Adjusted Balance Sheet or the Net Assets at Closing, as it affects such calculation, setting forth a reasonably specific and detailed description of its objections and the dollar amount of each objection. If the Securityholder Agent Non- Electing Party objects to Parentthe Adjusted Balance Sheet or the Electing Party’s calculation of Final Cash BalanceNet Assets at Closing as reflected thereon, Parent and the Securityholder Agent Stockholder Representative shall attempt to resolve any such objections within fifteen (15) 15 days of the receipt by Parent the Electing Party of the Notice of Objection. (c) If Parent the Electing Party and the Securityholder Agent Non- Electing Party are unable unable, using their commercially reasonable efforts, to resolve any such dispute within the thirty (30) 15 day period following receipt of the Notice of Objection referred to in Section 7.3(b8.6(b) abovehereof, Parent the Electing Party and the Securityholder Agent Non-Electing Party shall submit the dispute to Deloitte & Touche LLP a partner in the audit practice of any nationally recognized accounting firm that is mutually and reasonably agreeable to both parties (who shall not have any material relationship to either party) (the “Independent Accounting Firm”). Each of the parties to this Agreement shall, and shall cause their respective affiliates and representatives to, provide full cooperation to the Independent Accounting Firm. The Independent Accounting Firm shall (xi) act in its capacity as an expert and not as an arbitrator, (yii) consider only those matters as to which there is a dispute between the parties and (ziii) be instructed to reach its conclusions regarding any such dispute within thirty (30) 30 days after its appointment and provide a written explanation of its decision. In the event that Parent the Electing Party and the Securityholder Agent Non- Electing Party submit any dispute to an Independent Accounting Firm, each such party may submit a “position paper” to the Independent Accounting Firm setting forth the position of such party with respect to such dispute, to be considered by such Independent Accounting Firm as it deems fitappropriate. Fifty percent (50%) of any Any expenses relating to the engagement of the Independent Accounting Firm (the “Independent Accounting Firm Expenses”) shall be paid by Parent and fifty percent (50%) of such expenses shall be paid by the Stockholders; provided, however, that in the event any Stockholder fails to timely pay his or her Pro Rata Portion of the Independent Accounting Firm Expenses, the parties agree that Parent may at its option pay such Stockholder’s Pro Rata Portion of the Independent Accounting Firm Expenses and recover an equal amount (which shall be deemed an Agreed- Upon Loss) from such Stockholder’s Pro Rata Portion of the Escrow Fund. Other than the manner of payment of the Independent Accounting Firm Expenses, the Electing Party shall be responsible for all other fees and expenses of such Electing Party, all reasonable fees and expenses incurred in the preparation and delivery of the Adjusted Balance Sheet, and all reasonable fees and expenses of the Non- Electing Party to respond and, if applicable, object to the Adjusted Balance Sheet or the Net Assets at Closing. (d) If the Securityholder Agent Non- Electing Party does not deliver the a Notice of Objection in accordance with Section 7.3(c8.6(b) above hereof (i.e., within a thirty 15 day period), the Final Cash BalanceAdjusted Balance Sheet (together with the Electing Party’s calculation of Net Assets at Closing reflected thereon), shall be deemed to have been accepted by all of the parties to this Agreement. In the event that the Securityholder Agent Non- Electing Party delivers a Notice of Objection in accordance with the provisions above and Parent the Electing Party and the Securityholder Agent Non- Electing Party are able to resolve such dispute by mutual agreement, Parent’s the Adjusted Balance Sheet, together with the calculation of the Final Cash BalanceNet Assets at Closing reflected thereon, to the extent modified by mutual agreement of such parties, shall be deemed to have been accepted by all of the parties to this Agreement. . (e) In the event that the Securityholder Agent Non- Electing Party delivers a Notice of Objection in accordance with the provisions set forth above and Parent the Electing Party and the Securityholder Agent Non- Electing Party are unable to resolve such dispute by mutual agreement, the determination of the Independent Accounting Firm shall be final and binding on the parties parties, and Parentthe Adjusted Balance Sheet, together with the Electing Party’s calculation of the Cash Amount on the Net Assets at Closing Date Balance Sheetreflected thereon, to the extent modified by the Independent Accounting Firm, shall be deemed to have been accepted by all of the parties to this Agreement. . (f) Subject to the foregoing provisions, the calculations calculation of the Final Cash Net Assets at Closing reflected on any such Adjusted Balance Sheet shall be conclusive and binding on all of the parties to this AgreementAgreement for purposes of this Section 8.6, no further adjustments shall be made thereto and neither Parent nor none of Parent, the Securityholder Agent Stockholder Representative or the Stockholders shall have any further right to challenge such calculation of Net Assets at Closing, whether pursuant to the Final Cash Balanceterms of this Section 8.6 or otherwise.

Adjustment to Consideration. (a) Within ninety (90) 60 days following the Closing Date, Parent shall determine whether there are any Excess Liabilities or Excess Assets as of the Closing and give the Shareholder Representative notice of such determination. For purposes of making such calculation, Parent may use either the Closing Balance Sheet or the Adjusted Balance Sheet. For purposes of this Agreement, the amount by which (i) the Company's total assets (as defined by and determined in accordance with GAAP and consistent with past practices) as of the Closing Date minus (ii) the Company's total liabilities (as defined by and determined in accordance with GAAP and consistent with past practices) as of the Closing Date is less than or exceeds $7,000,000.00 shall be the "Excess Liabilities" or "Excess Assets," as the case may be; provided, however, that to the extent not paid prior to or at the Closing, all Third Party Expenses and Contingent Closing Payments shall be considered as liabilities of the Company as of the Closing for purposes of the above calculation. As noted above, instead of using the Closing Balance Sheet for purposes of making the Excess Liabilities/Excess Assets calculation, Parent may, at its election, cause to be prepared and delivered an Adjusted Balance Sheet. If Parent elects to prepare the Securityholder Agent a statement reflecting the Cash Amount of the Surviving Corporation on the Closing Date Balance Sheet (the “Final Cash Balance”). In the event that, pursuant to the terms of this Section 7.3, it is determined that the Final Cash Balance is less than the lesser of the applicable Minimum Cash Balance for such Closing Date as determined pursuant to Section 5.27 and the Cash Amount reflected on the Estimated Closing Date Adjusted Balance Sheet, such document shall be prepared in accordance with GAAP on a basis consistent with the most recent regularly prepared financial statements of the Company. If there are any Excess Liabilities, then an the amount equal to such difference Excess Liabilities shall be paid to Parent out of the Escrow Fund upon in accordance with the delivery terms of Section 8.3 hereof. If there are Excess Assets, within 10 days after the date Parent has made the calculations set forth in this Section 8.6 and any disputes regarding such calculations have been finally resolved as provided below, Parent shall pay to each Shareholder who has surrendered such Shareholder's Certificates as provided in Section 7.1(a) above such Shareholder's Pro Rata Portion of the amount of Excess Assets. If Parent calculates whether there are any Excess Liabilities or Excess Assets using the Adjusted Balance Sheet, then Parent shall deliver to the Escrow Agent of an Officer’s CertificateShareholder Representative such Adjusted Balance Sheet within 60 days following the Closing Date. Following delivery by Parent to the Securityholder Agent Shareholder Representative of the Final Cash BalanceAdjusted Balance Sheet, Parent shall give, and shall cause give the Surviving Corporation to give, to the Securityholder Agent Shareholder Representative reasonable access during Parent’s 's regular Illinois business hours to those books and records of the Surviving Corporation Company in the possession of Parent or the Surviving Corporation and any personnel which relate to the preparation of the Final Cash Adjusted Balance Sheet for purposes of resolving any disputes concerning the Final Cash BalanceAdjusted Balance Sheet and the calculation of any Excess Liabilities or Excess Assets. If Parent uses the Closing Balance Sheet for purposes of making such calculation, subsections 8.6(b) -- (d) shall not be applicable. (b) The Securityholder Agent If Parent has elected to use the Adjusted Balance Sheet to calculate whether there are any Excess Liabilities of Excess Assets, the Shareholder Representative shall have thirty (30) 30 days following delivery of the Final Cash Adjusted Balance Sheet during which to notify Parent in writing (the “"Notice of Objection”") of any good faith objections to the calculation of Final Cash BalanceExcess Liabilities or Excess Assets, setting forth a reasonably specific and detailed description of its objections and and, if known, the dollar amount of each objection. If the Securityholder Agent Shareholder Representative objects to Parent’s the calculation of Final Cash BalanceExcess Liabilities or Excess Assets, Parent and the Securityholder Agent Shareholder Representative shall attempt to resolve any such objections within fifteen (15) 30 days of the receipt by Parent of the Notice of Objection. (c) If Parent and the Securityholder Agent Shareholder Representative are unable to resolve any such dispute within the thirty (30) 10 day period following receipt of the Notice of Objection referred to in Section 7.3(b8.6(b) abovehereof, Parent and the Securityholder Agent Shareholder Representative shall submit the dispute to Deloitte & Touche LLP a partner in the audit practice of any nationally recognized accounting firm that is mutually agreeable to both parties (the “"Independent Accounting Firm”"). Each of the parties to this Agreement shall, and shall cause their respective affiliates and representatives to, provide full cooperation to the Independent Accounting Firm. The Independent Accounting Firm shall (x) act in its capacity as an expert and not as an arbitrator, (y) consider only those matters as to which there is a dispute between the parties and (z) be instructed to reach its conclusions regarding any such dispute within thirty (30) 30 days after its appointment and provide a written explanation of its decision. In the event that Parent and the Securityholder Agent Shareholder Representative submit any dispute to an Independent Accounting Firm, each such party may submit a “"position paper” " to the Independent Accounting Firm setting forth the position of such party with respect to such dispute, to be considered by such Independent Accounting Firm as it deems fitappropriate. Fifty percent (50%) of any All expenses relating to the engagement of the Independent Accounting Firm ("Independent Accounting Firm Expenses") shall be paid fifty percent (50%) by Parent and fifty percent (50%) of such expenses shall be paid by the Shareholders; provided, however, that in the event any Shareholder fails to timely pay his or her Pro Rata Portion of the Independent Accounting Firm Expenses, the parties agree that Parent may at its option pay such Shareholder's Pro Rata Portion of the Independent Accounting Firm Expenses and recover an equal amount (which shall be deemed a Loss) from such Shareholder's Pro Rata Portion of the Escrow Fund. . (d) If the Securityholder Agent Shareholder Representative does not deliver the a Notice of Objection in accordance with Section 7.3(c8.6(b) above hereof (i.e., within a thirty 10 day period), the Final Cash BalanceAdjusted Balance Sheet (together with Parent's calculation of Excess Liabilities or Excess Assets reflected thereon), shall be deemed to have been accepted by all of the parties to this Agreement. In the event that the Securityholder Agent Shareholder Representative delivers a Notice of Objection in accordance with the provisions above and Parent and the Securityholder Agent Shareholder Representative are able to resolve such dispute by mutual agreement, the Adjusted Balance Sheet, together with Parent’s 's calculation of the Final Cash BalanceExcess Liabilities or Excess Assets reflected thereon, to the extent modified by mutual agreement of such parties, shall be deemed to have been accepted by all of the parties to this Agreement. In the event that the Securityholder Agent Shareholder Representative delivers a Notice of Objection in accordance with the provisions set forth above and Parent and the Securityholder Agent Shareholder Representative are unable to resolve such dispute by mutual agreement, the determination of the Independent Accounting Firm shall be final and binding on the parties parties, and the Adjusted Balance Sheet, together with Parent’s 's calculation of the Cash Amount on the Closing Date Balance SheetExcess Liabilities or Excess Assets reflected thereon, to the extent modified by the Independent Accounting Firm, shall be deemed to have been accepted by all of the parties to this Agreement. Subject to the foregoing provisions, the calculations calculation of the Final Cash Excess Liabilities or Excess Assets reflected on any such Adjusted Balance Sheet shall be conclusive and binding on all of the parties to this AgreementAgreement for purposes of this Section 8.6, no further adjustments shall be made thereto and neither Parent nor none of Parent, the Securityholder Agent Shareholder Representative or the Shareholders shall have any further right to challenge such calculation of Excess Liabilities or Excess Assets, whether pursuant to the Final Cash Balanceterms of Section 8.3 hereof or otherwise.

Adjustment to Consideration. (a) Within ninety (90) days following 7.3.1 The consideration payable for the Shares shall be increased by the amount by which the Closing DateWorking Capital Amount exceeds the Base Working Capital Amount, Parent may, at its election, cause to and the consideration payable for the Shares shall be prepared and delivered to decreased by the Securityholder Agent a statement reflecting the Cash Amount of the Surviving Corporation on amount by which the Closing Date Balance Sheet (the “Final Cash Balance”). In the event that, pursuant to the terms of this Section 7.3, it is determined that the Final Cash Balance Working Capital Amount is less than the lesser of Base Working Capital Amount. Accordingly, within five Business Days after the applicable Minimum Cash Balance for such Closing Date as determined Working Capital Statement becomes binding pursuant to Section 5.27 and paragraph 2 of Part 1 of Schedule 4: (i) if the Cash Final Working Capital Adjustment Amount reflected on is greater than the Estimated Closing Date Balance SheetWorking Capital Adjustment Amount, then the Purchaser shall pay to the Seller by wire transfer of immediately available funds to the Seller's Nominated Account an amount equal to the difference between the Estimated Working Capital Adjustment Amount and the Final Working Capital Adjustment Amount, together with an amount thereon calculated by reference to the PPA Interest Rate from and including the Closing Date to but not including the date of such payment; and (ii) if the Estimated Working Capital Adjustment Amount is greater than the Closing Working Capital Amount, then the Seller shall pay to the Purchaser by wire transfer of immediately available funds to the Purchaser's Nominated Account an amount equal to the difference between the Estimated Working Capital Adjustment Amount and the Final Working Capital Adjustment Amount, together with an amount thereon calculated by reference to the PPA Interest Rate from and including the Closing Date to but not including the date of such payment. 7.3.2 The consideration paid pursuant to Clause 6.4 shall be increased by the amount by which the Final Closing Cash Amount exceeds the Estimated Closing Cash Amount, and the consideration paid pursuant to Parent out Clause 6.4 shall be decreased by the amount by which the Final Closing Cash Amount is less than the Estimated Closing Cash Amount. Accordingly, within five Business Days after the Cash Amount Statement becomes binding pursuant to paragraph 2 of Part 1 of Schedule 4: (i) if the Escrow Fund upon Final Closing Cash Amount is greater than the delivery Estimated Closing Cash Amount, then the Purchaser shall pay to the Escrow Agent Seller by wire transfer of an Officer’s Certificate. Following delivery by Parent immediately available funds to the Securityholder Agent Seller's Nominated Account an amount equal to the Final Closing Cash Adjustment Amount, together with an amount thereon calculated by reference to the PPA Interest Rate from and including the Closing Date to but not including the date of such payment; and (ii) if the Final Closing Cash Amount is less than the Estimated Closing Cash Amount, then the Seller shall pay to the Purchaser by wire transfer of immediately available funds to the Purchaser's Nominated Account an amount, equal to the Final Closing Cash Adjustment Amount, together with an amount thereon calculated by reference to the PPA Interest Rate from and including the Closing Date to but not including the date of such payment 7.3.3 The consideration paid pursuant to Clause 6.4 shall be increased by the amount by which the Estimated Cash Deferred Income Amount exceeds the Final Cash Balance, Parent shall giveDeferred Income Amount, and the consideration paid pursuant to Clause 6.4 shall cause be decreased by the Surviving Corporation to give, to amount by which the Securityholder Agent reasonable access during Parent’s business hours to those books and records of the Surviving Corporation in the possession of Parent or the Surviving Corporation and any personnel which relate to the preparation of Estimated Cash Deferred Income Amount is less than the Final Cash Balance for purposes Deferred Income Amount. Accordingly, within five Business Days after the Cash Deferred Income Amount Statement becomes binding pursuant to paragraph 2 of resolving any disputes concerning Part 1 of Schedule 4: (i) if the Estimated Cash Deferred Income Amount is greater than the Final Cash Balance. (b) The Securityholder Agent Deferred Income Amount, then the Purchaser shall have thirty (30) days following delivery pay to the Seller by wire transfer of immediately available funds to the Seller's Nominated Account an amount equal to the Final Cash Balance during which to notify Parent in writing (the “Notice of Objection”) of any good faith objections Deferred Income Adjustment Amount, together with an amount thereon calculated by reference to the calculation PPA Interest Rate from and including the Closing Date to but not including the date of such payment; and (ii) if the Final Cash BalanceDeferred Income Amount is greater than the Estimated Cash Deferred Income Amount, setting forth a reasonably specific then the Seller shall pay to the Purchaser by wire transfer of immediately available funds to the Purchaser's Nominated Account an amount equal to the Final Cash Deferred Income Adjustment Amount, together with an amount thereon calculated by reference to the PPA Interest Rate from and detailed description including the Closing Date to but not including the date of its objections and the dollar amount of each objection. such payment. 7.3.4 If the Securityholder Agent objects to Parent’s calculation of Final Cash BalanceDeferred Income Amount is less than either (i)(pound)27,900,000 (twenty seven million, Parent nine hundred thousand pounds Sterling) (if Closing occurs on or prior to 31 August 2004, representing the forecast Cash Deferred Income at such date); or (ii)(pound)23,900,000 (twenty three million, nine hundred thousand pounds Sterling) (if Closing occurs on or prior to 30 September 2004 but after 31 August 2004, representing the forecast Cash Deferred Income at such date) then the Final Working Capital Adjustment Amount shall be increased by the difference between the Final Cash Deferred Income Amount (at such date) and either (i)(pound)27,900,000 (twenty seven million, nine hundred thousand pounds Sterling) (if Closing occurs on or prior to 31 August 2004); or (ii)(pound)23,900,000 (twenty three million, nine hundred thousand pounds Sterling) (if Closing occurs on or prior to 30 September 2004 but after 31 August 2004). For the Securityholder Agent avoidance of doubt, if the Final Cash Deferred Income Amount is either greater than (i) (pound)27,900,000 (twenty seven million, nine hundred thousand pounds Sterling) (if Closing occurs on or prior to 31 August 2004); or (ii) (pound)23,900,000 (twenty three million, nine hundred thousand pounds Sterling) (if Closing occurs on or prior to 30 September 2004 but after 31 August 2004) then there shall attempt be no corresponding adjustment to resolve any such objections within fifteen (15) days of the receipt by Parent of the Notice of ObjectionFinal Working Capital Adjustment Amount. (c) If Parent 7.3.5 The Purchaser agrees that following the Closing and until the Securityholder Agent are unable Completion Statements become binding pursuant to resolve paragraph 2 of Part 1 of Schedule 4, it shall not take any such dispute within the thirty (30) day period referred to in Section 7.3(b) above, Parent and the Securityholder Agent shall submit the dispute to Deloitte & Touche LLP (the “Independent Accounting Firm”). Each of the parties to this Agreement shall, and shall cause their respective affiliates and representatives to, provide full cooperation to the Independent Accounting Firm. The Independent Accounting Firm shall (x) act in its capacity as an expert and not as an arbitrator, (y) consider only those matters as to which there is a dispute between the parties and (z) be instructed to reach its conclusions regarding any such dispute within thirty (30) days after its appointment and provide a written explanation of its decision. In the event that Parent and the Securityholder Agent submit any dispute to an Independent Accounting Firm, each such party may submit a “position paper” to the Independent Accounting Firm setting forth the position of such party actions with respect to such dispute, to be considered by such Independent Accounting Firm as it deems fit. Fifty percent (50%) of any expenses relating to the engagement of Books and Records with the Independent Accounting Firm shall be paid by Parent and fifty percent (50%) of such expenses shall be paid from the Escrow Fund. If the Securityholder Agent does not deliver the Notice of Objection in accordance with Section 7.3(c) above (i.e., within a thirty day period), the Final Cash Balance, shall be deemed to have been accepted by all of the parties to this Agreement. In the event result that the Securityholder Agent delivers a Notice of Objection in accordance Completion Statements cannot be calculated consistent with the provisions above and Parent and Accounting Policies. 7.3.6 The parties may agree to net the Securityholder Agent are able to resolve such dispute by mutual agreement, Parent’s calculation of the Final Cash Balance, to the extent modified by mutual agreement of such parties, shall be deemed to have been accepted by all of the parties to this Agreement. In the event that the Securityholder Agent delivers a Notice of Objection in accordance with the provisions set forth above and Parent and the Securityholder Agent are unable to resolve such dispute by mutual agreement, the determination of the Independent Accounting Firm shall be final and binding on the parties and Parent’s calculation of the Cash Amount on the Closing Date Balance Sheet, to the extent modified by the Independent Accounting Firm, shall be deemed to have been accepted by all of the parties to this Agreement. Subject amounts payable pursuant to the foregoing provisionsprovisions of this Clause 7.3 against each other, the calculations such that settlement of the Final Cash Balance shall adjustment amounts described herein may be conclusive and binding on effected by one wire transfer in respect of all of the parties to this Agreement, no further adjustments shall be made thereto and neither Parent nor the Securityholder Agent shall have any further right to challenge such calculation of the Final Cash Balanceamounts.

Adjustment to Consideration. 4.1 Estimated Adjustment Amount (a) Within ninety (90) days following Simultaneously with the Closing Date, Parent may, at its election, cause to be prepared and delivered delivery of the Completion Notice by the Seller to the Securityholder Agent a statement reflecting Purchaser pursuant to Clause 5.5, the Cash Amount Seller shall deliver to the Purchaser (i) the general ledger of the Surviving Corporation on School Holding Companies and School Entities and all bank statements of all bank accounts maintained by the Closing Date Balance Sheet School Holding Companies and School Entities; and (ii) the “Final Cash Balance”). In unaudited balance sheet of each School Holding Company and School Entity and the event that, pursuant unaudited consolidated balance sheet of the School Holding Companies and School Entities for each of the monthly periods from 1 July 2014 to the terms of this Section 7.3, it is determined that the Final Cash Balance is less than the lesser end of the applicable Minimum Cash Balance for such Closing Date as determined pursuant to Section 5.27 and calendar month immediately preceding the Cash Amount reflected date on which the Estimated Closing Date Balance Sheet, then an amount equal to such difference shall be paid to Parent out of Completion Notice is given by the Escrow Fund upon the delivery to the Escrow Agent of an Officer’s Certificate. Following delivery by Parent to the Securityholder Agent of the Final Cash Balance, Parent shall give, and shall cause the Surviving Corporation to give, to the Securityholder Agent reasonable access during Parent’s business hours to those books and records of the Surviving Corporation in the possession of Parent or the Surviving Corporation and any personnel which relate to the preparation of the Final Cash Balance for purposes of resolving any disputes concerning the Final Cash BalanceSeller (both inclusive). (b) The Securityholder Agent Within five (5) Business Days after the receipt of the Completion Notice by the Purchaser, the Purchaser shall have thirty deliver to the Seller a statement (30the “Purchaser’s Statement”) days following delivery setting out the Purchaser’s good faith estimate of the Final Cash Balance during which to notify Parent in writing Adjustment Amount (the “Notice of ObjectionEstimated Adjustment Amount”) which shall be determined according to Clause 4.2 and the amount of any good faith objections the Initial Cash Consideration to be paid by the Purchaser to the calculation of Final Cash Balance, setting forth a reasonably specific and detailed description of its objections and the dollar amount of each objection. If the Securityholder Agent objects Seller at Completion pursuant to Parent’s calculation of Final Cash Balance, Parent and the Securityholder Agent shall attempt to resolve any such objections within fifteen (15) days of the receipt by Parent of the Notice of ObjectionClause 3.2(a)(i). (c) If Parent and the Securityholder Agent are unable to resolve any such dispute within Estimated Adjustment Amount is a positive number, then the thirty (30) day period referred to in Section 7.3(b) above, Parent and Initial Cash Consideration payable by the Securityholder Agent shall submit the dispute to Deloitte & Touche LLP (the “Independent Accounting Firm”). Each of the parties to this Agreement shall, and shall cause their respective affiliates and representatives to, provide full cooperation Purchaser to the Independent Accounting Firm. The Independent Accounting Firm shall (x) act in its capacity as an expert and not as an arbitrator, (y) consider only those matters as to which there is a dispute between the parties and (z) be instructed to reach its conclusions regarding any such dispute within thirty (30) days after its appointment and provide a written explanation of its decision. In the event that Parent and the Securityholder Agent submit any dispute to an Independent Accounting Firm, each such party may submit a “position paper” to the Independent Accounting Firm setting forth the position of such party with respect to such dispute, to be considered by such Independent Accounting Firm as it deems fit. Fifty percent (50%) of any expenses relating to the engagement of the Independent Accounting Firm Seller at Completion shall be paid increased by Parent and fifty percent (50%) of such expenses shall be paid from the Escrow FundEstimated Adjustment Amount. If the Securityholder Agent does not deliver Estimated Adjustment Amount is a negative number, then the Notice Initial Cash Consideration payable by the Purchaser to the Seller at Completion shall be decreased by the Estimated Adjustment Amount. If the Estimated Adjustment Amount is zero, then there shall be no adjustment to the Initial Cash Consideration payable by the Purchaser to the Seller at Completion. 4.2 The amount of Objection the final adjustment amount to the Initial Cash Consideration (“Final Adjustment Amount”) shall be calculated as: (a) all cash on hand or credited to an account with a bank or other financial institution opened in accordance with Section 7.3(cthe name of the Target Group Entities as of the Effective Time as shown in the Completion Accounts; (b) above all accounts receivable in relation to the 2014/2015 Financial Year to which the Target Group Entities are beneficially entitled as of the Effective Time as shown in the Completion Accounts; (i.e.c) the Deposits as shown in the Completion Accounts; (d) advances or prepayments on procurement contracts as shown in the Completion Accounts; (e) operating expenses in relation to the 2014/2015 Financial Year paid in the normal course of business from 1 July 2014 up to the Effective Time as shown in the Completion Accounts; (f) capital expenditure in relation to the 2014/2015 Financial Year incurred from 1 July 2014 up to the Effective Time, within a thirty day period)subject to approval by the Purchaser as shown in the Completion Accounts; (g) tuition fees for the 2014/2015 Financial Year and beyond paid and received in advance and to be paid and received by the School Entities up to the Effective Time as shown in the Completion Accounts; (h) refundable deposits from the children and students of the School Entities as of the Effective Time as shown in the Completion Accounts; (i) accounts payable by the Target Group Entities in relation to the period up to the Effective Time as shown in the Completion Accounts; (j) accrued expenses by the Target Group Entities in relation to the period up to the Effective Time as shown in the Completion Accounts; (k) Taxes payable by the Target Group Entities in relation to the period up to the Effective Time as shown in the Completion Accounts; (l) end-of-contract bonus payable to Xxxxx Xxxxxxxx, the Final CEO of the Target Group Entities, as of the Effective Time as shown in the Completion Accounts; and (m) provision for unemployment funds and severance allowance for the Target Group Entities as of the Effective Time as shown in the Completion Accounts. 4.3 The Initial Cash Balance, Consideration shall be deemed adjusted by an amount equal to have been accepted by all (i) the Final Adjustment Amount minus (ii) the Estimated Adjustment Amount (the “Subsequent Adjustment Amount”). If the Subsequent Adjustment Amount is a positive number, then the Purchaser shall pay to the Seller, as an increase to the Initial Cash Consideration, a sum equal to fifty percent (50%) of the parties to this Agreement. In Subsequent Adjustment Amount, on the event that the Securityholder Agent delivers a Notice of Objection in accordance with the provisions above and Parent and the Securityholder Agent are able to resolve such dispute by mutual agreement, Parent’s calculation of the Final Cash Balance, Subsequent Adjustment Payment Date to the extent modified bank account designated by mutual agreement of such partiesthe Seller in writing at least five (5) Business Days prior to the Subsequent Adjustment Payment Date. If the Subsequent Adjustment Amount is a negative number, then the Seller shall be deemed pay to have been accepted by all of the parties Purchaser, as a reduction to this Agreement. In the event that Initial Cash Consideration, a sum equal to the Securityholder Agent delivers a Notice of Objection in accordance with the provisions set forth above and Parent and the Securityholder Agent are unable to resolve such dispute by mutual agreement, the determination of the Independent Accounting Firm shall be final and binding on the parties and Parent’s calculation of the Cash Subsequent Adjustment Amount on the Closing Subsequent Adjustment Payment Date Balance Sheet, to the extent modified bank account designated by the Independent Accounting FirmPurchaser in writing at least five (5) Business Days prior to the Subsequent Adjustment Payment Date. If the Subsequent Adjustment Amount is zero, there shall be deemed to have been accepted by all of the parties to this Agreement. Subject no adjustment to the foregoing provisions, the calculations of the Final Initial Cash Balance shall be conclusive and binding on all of the parties to this Agreement, no further adjustments shall be made thereto and neither Parent nor the Securityholder Agent shall have any further right to challenge such calculation of the Final Cash BalanceConsideration.

Adjustment to Consideration. (a) Within ninety (90) 45 days following the Closing Date, Parent may, at its election, cause to be prepared and delivered to the Securityholder Agent a statement reflecting the Cash Amount Shareholder Representative an unaudited balance sheet of the Surviving Corporation on Company as of the Closing Date Balance Sheet (the “Final Cash BalanceAdjusted Balance Sheet”). The Adjusted Balance Sheet will be prepared in accordance with GAAP consistently applied on a basis consistent with the Financials. In the event that, pursuant to the terms of this Section 7.38.8(a), it is determined that the Final Cash amount equal to (i) the absolute value of the Company’s total current assets (as defined by and as determined in accordance with GAAP but excluding unrestricted cash and cash equivalents) at the Closing Date as reflected on the Adjusted Balance Sheet minus (ii) the absolute value of the Company’s total current liabilities (as defined by and as determined in accordance with GAAP but excluding deferred revenue) at the Closing Date as reflected on the Adjusted Balance Sheet (collectively, the “Net Assets at Closing”) plus (iii) the Balance Sheet Adjustment Amount is a number less than the lesser of the applicable Minimum Cash Balance for such Closing Date as determined pursuant to Section 5.27 and the Cash Amount reflected on the Estimated Closing Date Balance SheetSheet Target, then an amount equal to such difference (“Excess Liabilities”) shall be paid to Parent out of and shall not be limited by the Threshold Amount or the Deductible Amount. Parent shall have the right to require that the Excess Liabilities be paid to it from (x) the Escrow Fund upon or (y) the delivery to the Escrow Agent Shareholders and Participating Optionholders based on their respective Pro Rata Portion. For purposes of an Officer’s Certificatethis calculation, Third Party Expenses shall not be considered as part of total current liabilities. Following delivery by Parent to the Securityholder Agent Shareholder Representative of the Final Cash BalanceAdjusted Balance Sheet, Parent shall give, and shall cause give the Surviving Corporation to give, to the Securityholder Agent Shareholder Representative reasonable access during Parent’s regular California business hours to those books and records of the Surviving Corporation Company in the possession or control of Parent or the Surviving Corporation and any personnel which relate to the preparation of the Final Cash Adjusted Balance Sheet for purposes of resolving any disputes concerning the Final Cash BalanceAdjusted Balance Sheet and the calculation of Net Assets at Closing. (b) The Securityholder Agent Shareholder Representative shall have thirty (30) 15 days following delivery of the Final Cash Adjusted Balance Sheet during which to notify Parent in writing (the “Notice of Objection”) of any good faith objections to the calculation of Final Cash BalanceNet Assets at Closing or the Adjusted Balance Sheet, as it affects such calculation, setting forth a reasonably specific and detailed description of its objections and the dollar amount of each objection. If the Securityholder Agent Shareholder Representative objects to the Adjusted Balance Sheet or Parent’s calculation of Final Cash BalanceNet Assets at Closing as reflected thereon, Parent and the Securityholder Agent Shareholder Representative shall attempt to resolve any such objections within fifteen (15) 15 days of the receipt by Parent of the Notice of Objection. (c) If Parent and the Securityholder Agent Shareholder Representative are unable to resolve any such dispute within the thirty (30) 15 day period following receipt of the Notice of Objection referred to in Section 7.3(b8.8(b) abovehereof, Parent and the Securityholder Agent Shareholder Representative shall submit the dispute to Deloitte & Touche LLP a partner in the audit practice of any nationally recognized accounting firm that is mutually agreeable to both parties (the “Independent Accounting Firm”). Each of the parties to this Agreement shall, and shall cause their respective affiliates and representatives to, provide full cooperation to the Independent Accounting Firm. The Independent Accounting Firm shall (xi) act in its capacity as an expert and not as an arbitrator, (yii) consider only those matters as to which there is a dispute between the parties parties, (iii) not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by any party and (ziv) be instructed to reach its conclusions regarding any such dispute within thirty (30) 30 days after its appointment and provide a written explanation of its decision. In the event that Parent and the Securityholder Agent Shareholder Representative submit any dispute to an Independent Accounting Firm, each such party may submit a “position paper” to the Independent Accounting Firm setting forth the position of such party with respect to such dispute, to be considered by such Independent Accounting Firm as it deems fitappropriate. Fifty percent (50%) % of any expenses relating to the engagement of the Independent Accounting Firm (“Independent Accounting Firm Expenses”) shall be paid by Parent and fifty percent (50%) % of such expenses shall be paid by the Shareholder Representative; provided, however, that in the event the Shareholder Representative fails to timely pay its 50% of the Independent Accounting Firm Expenses, the parties agree that Parent may at its option pay such 50% of the Independent Accounting Firm Expenses and recover such amount from the Escrow Fund. . (d) If the Securityholder Agent Shareholder Representative does not deliver the a Notice of Objection in accordance with Section 7.3(c8.8(b) above hereof (i.e., within a thirty 15 day period), the Final Cash BalanceAdjusted Balance Sheet (together with Parent’s calculation of Net Assets at Closing reflected thereon), shall be deemed to have been accepted by all of the parties to this Agreement. In the event that the Securityholder Agent Shareholder Representative delivers a Notice of Objection in accordance with the provisions above and Parent and the Securityholder Agent Shareholder Representative are able to resolve such dispute by mutual agreement, the Adjusted Balance Sheet, together with Parent’s calculation of the Final Cash BalanceNet Assets at Closing reflected thereon, to the extent modified by mutual agreement of such parties, shall be deemed to have been accepted by all of the parties to this Agreement. In the event that the Securityholder Agent Shareholder Representative delivers a Notice of Objection in accordance with the provisions set forth above and Parent and the Securityholder Agent Shareholder Representative are unable to resolve such dispute by mutual agreement, the determination of the Independent Accounting Firm shall be final and binding on the parties parties, and the Adjusted Balance Sheet, together with Parent’s calculation of the Cash Amount on the Net Assets at Closing Date Balance Sheetreflected thereon, to the extent modified by the Independent Accounting Firm, shall be deemed to have been accepted by all of the parties to this Agreement. Subject to the foregoing provisions, the calculations calculation of the Final Cash Net Assets at Closing reflected on any such Adjusted Balance Sheet shall be conclusive and binding on all of the parties to this AgreementAgreement for purposes of this Section 8.8, no further adjustments shall be made thereto and neither Parent nor none of Parent, the Securityholder Agent Shareholder Representative or the Shareholders shall have any further right to challenge such calculation of the Final Cash BalanceNet Assets at Closing.

Adjustment to Consideration. (a) Within ninety (90) 45 days following the Closing Date, Parent may, at its election, cause to be prepared and delivered to the Securityholder Agent a statement reflecting the Cash Amount Stockholder Representative an unaudited balance sheet of the Surviving Corporation on as of the Closing Date Balance Sheet (the “Final Cash BalanceAdjusted Balance Sheet”). The Adjusted Balance Sheet will be prepared in accordance with GAAP consistently applied on a basis consistent with the Financials. In the event that, pursuant to the terms of this Section 7.37.6(a), it is determined that the Final Cash amount equal to (i) the absolute value of the Company’s total current assets (as defined by and as determined in accordance with GAAP but excluding cash and cash equivalents) at the Closing Date as reflected on the Adjusted Balance Sheet minus (ii) the absolute value of the Company’s total current liabilities (as defined by and as determined in accordance with GAAP but excluding deferred revenue and the amount of any indebtedness for borrowed money) at the Closing Date as reflected on the Adjusted Balance Sheet (collectively, the “Net Assets at Closing”) plus (iii) the Balance Sheet Adjustment Amount is a number less than the lesser of the applicable Minimum Cash Balance for such Closing Date as determined pursuant to Section 5.27 and the Cash Amount reflected on the Estimated Closing Date Balance SheetSheet Target, then an amount equal to such difference (“Excess Liabilities”) shall be paid to Parent out of the Escrow Fund upon in accordance with the delivery to terms of Section 7.4(e) hereof. For purposes of this calculation, Third Party Expenses shall not be considered as part of the Escrow Agent of an Officer’s Certificatetotal current liabilities. Following delivery by Parent to the Securityholder Agent Stockholder Representative of the Final Cash BalanceAdjusted Balance Sheet, Parent shall give, and shall cause give the Surviving Corporation to give, to the Securityholder Agent Stockholder Representative reasonable access during Parent’s regular California business hours to those books and records of the Surviving Corporation in the possession or control of Parent or the Surviving Corporation and any personnel which relate to the preparation of the Final Cash Adjusted Balance Sheet for purposes of resolving any disputes concerning the Final Cash BalanceAdjusted Balance Sheet and the calculation of Net Assets at Closing. (b) The Securityholder Agent Stockholder Representative shall have thirty (30) 30 days following delivery of the Final Cash Adjusted Balance Sheet during which to notify Parent in writing (the “Notice of Objection”) of any good faith objections to the calculation of Final Cash BalanceNet Assets at Closing or the Adjusted Balance Sheet, as it affects such calculation, setting forth a reasonably specific and detailed description of its objections and the dollar amount of each objection. If the Securityholder Agent Stockholder Representative objects to the Adjusted Balance Sheet or Parent’s calculation of Final Cash BalanceNet Assets at Closing as reflected thereon, Parent and the Securityholder Agent Stockholder Representative shall attempt to resolve any such objections within fifteen (15) 30 days of the receipt by Parent of the Notice of Objection. (c) If Parent and the Securityholder Agent Stockholder Representative are unable to resolve any such dispute within the thirty (30) 30 day period following receipt of the Notice of Objection referred to in Section 7.3(b7.6(b) abovehereof, Parent and the Securityholder Agent Stockholder Representative shall submit the dispute to Deloitte & Touche LLP a partner in the audit practice of any nationally recognized accounting firm that is mutually agreeable to both parties (the “Independent Accounting Firm”). Each of the parties to this Agreement shall, and shall cause their respective affiliates and representatives to, provide full cooperation to the Independent Accounting Firm. The Independent Accounting Firm shall (xi) act in its capacity as an expert and not as an arbitrator, (yii) consider only those matters as to which there is a dispute between the parties and (ziii) be instructed to reach its conclusions regarding any such dispute within thirty (30) 30 days after its appointment and provide a written explanation of its decision. In the event that Parent and the Securityholder Agent Stockholder Representative submit any dispute to an Independent Accounting Firm, each such party may submit a “position paper” to the Independent Accounting Firm setting forth the position of such party with respect to such dispute, to be considered by such Independent Accounting Firm as it deems fitappropriate. Fifty percent (50%) of any expenses relating to the engagement of the Independent Accounting Firm (“Independent Accounting Firm Expenses”) shall be paid by Parent and fifty percent (50%) % of such expenses shall be paid by the Indemnifying Parties; provided, however, that in the event any Indemnifying Party fails to timely pay his or her Pro Rata Portion of the Independent Accounting Firm Expenses, the parties agree that Parent may at its option pay such Indemnifying Party’s Pro Rata Portion of the Independent Accounting Firm Expenses and recover an equal amount from such Indemnifying Party’s Pro Rata Portion of the Escrow Fund. . (d) If the Securityholder Agent Stockholder Representative does not deliver the a Notice of Objection in accordance with Section 7.3(c7.6(b) above hereof (i.e., within a thirty 30 day period), the Final Cash BalanceAdjusted Balance Sheet (together with Parent’s calculation of Net Assets at Closing reflected thereon), shall be deemed to have been accepted by all of the parties to this Agreement. In the event that the Securityholder Agent Stockholder Representative delivers a Notice of Objection in accordance with the provisions above and Parent and the Securityholder Agent Stockholder Representative are able to resolve such dispute by mutual agreement, the Adjusted Balance Sheet, together with Parent’s calculation of the Final Cash BalanceNet Assets at Closing reflected thereon, to the extent modified by mutual agreement of such parties, shall be deemed to have been accepted by all of the parties to this Agreement. In the event that the Securityholder Agent Stockholder Representative delivers a Notice of Objection in accordance with the provisions set forth above and Parent and the Securityholder Agent Stockholder Representative are unable to resolve such dispute by mutual agreement, the determination of the Independent Accounting Firm shall be final and binding on the parties parties, and the Adjusted Balance Sheet, together with Parent’s calculation of the Cash Amount on the Net Assets at Closing Date Balance Sheetreflected thereon, to the extent modified by the Independent Accounting Firm, shall be deemed to have been accepted by all of the parties to this Agreement. Subject to the foregoing provisions, the calculations calculation of the Final Cash Net Assets at Closing reflected on any such Adjusted Balance Sheet shall be conclusive and binding on all of the parties to this AgreementAgreement for purposes of this Section 7.6, no further adjustments shall be made thereto and neither Parent nor none of Parent, the Securityholder Agent Stockholder Representative or the Indemnifying Parties shall have any further right to challenge such calculation of Net Assets at Closing, whether pursuant to the Final Cash Balanceterms of Section 7.4 hereof or otherwise.

Adjustment to Consideration. (a) Within ninety (90) days following After the Closing DateClosing, Parent may, at its election, cause Buyer shall deliver to be prepared and delivered to the Securityholder Agent Seller a statement reflecting (based on draft Tax Returns of Lion and Paline Pipeline Company (and any affiliated, consolidated, combined or unitary group of which either of Lion and Paline Pipeline Company is a member) prepared by PricewaterhouseCoopers LLP, KPMG LLP or another mutually acceptable independent accounting firm) that sets forth the Cash Amount amount of any Taxes that are included in the Paline Taxes, together with reasonable details supporting the calculation of the Surviving Corporation on the Closing Date Balance Sheet Paline Taxes (the “Final Cash BalancePaline Tax Statement”). Seller shall have 45 days from the date of receipt of the Paline Tax Statement to pay to Buyer an amount equal to any undisputed portion of the Paline Taxes set forth in the Paline Tax Statement by wire transfer of immediately available funds to an account or accounts designated in writing by Buyer. In the event thatthat Seller does not agree with the calculation of the Paline Taxes as set forth in the Paline Tax Statement, Seller shall so notify Buyer in writing within 10 Business Days after the date of receipt of the Paline Tax Statement, setting forth in writing and in reasonable detail the nature of Seller’s objections to the calculation of Paline Taxes as set forth in the Paline Tax Statement. Seller and Buyer shall negotiate in good faith the disputed portion of the Paline Taxes calculation. In the event the Parties are unable to reach an agreement within 10 days after Buyer receives written notice of any disputed amount (or such later date as may be agreed by Buyer and Seller), then the Parties will resolve such dispute in accordance with the procedures set forth in Exhibit N. Any amount to be paid by Seller to Buyer pursuant the dispute resolution process conducted pursuant to the terms of this Section 7.3, it is determined that the Final Cash Balance is less than the lesser of the applicable Minimum Cash Balance for such Closing Date as determined pursuant to Section 5.27 and the Cash Amount reflected on the Estimated Closing Date Balance Sheet, then an amount equal to such difference Exhibit N shall be paid within 10 Business Days of such determination by wire transfer of immediately available funds to Parent out of the Escrow Fund upon the delivery to the Escrow Agent of an Officer’s Certificate. Following delivery account or accounts designated in writing by Parent to the Securityholder Agent of the Final Cash Balance, Parent shall give, and shall cause the Surviving Corporation to give, to the Securityholder Agent reasonable access during Parent’s business hours to those books and records of the Surviving Corporation in the possession of Parent or the Surviving Corporation and any personnel which relate to the preparation of the Final Cash Balance for purposes of resolving any disputes concerning the Final Cash BalanceBuyer. (b) The Securityholder Agent shall have thirty (30) days following delivery If, after payment of the Final Cash Balance during which Paline Taxes pursuant to notify Parent Section 2.4(a), there is a subsequent adjustment in the amount of the Paline Taxes as a result of any Proceeding related to Taxes, and (i) if any portion of the Paline Taxes previously paid by Seller pursuant to Section 2.4(a) is finally determined as a result of such adjustment to not have been owing, then Buyer shall pay to Seller such portion that is determined not to be owing or (ii) if the Paline Taxes are finally determined as a result of such adjustment to be in excess of the Paline Taxes originally paid, then Seller shall pay to Buyer such excess amount. Any amount to be paid by Seller or Buyer pursuant to the immediately preceding sentence shall be paid within 10 Business Days of the determination of the adjustment by wire transfer of immediately available funds to an account or accounts designated in writing (by the “Notice recipient of Objection”) of any good faith objections to the calculation of Final Cash Balance, setting forth a reasonably specific and detailed description of its objections and the dollar amount of each objection. If the Securityholder Agent objects to Parent’s calculation of Final Cash Balance, Parent and the Securityholder Agent shall attempt to resolve any such objections within fifteen (15) days of the receipt by Parent of the Notice of Objectionpayment. (c) If Parent If, after payment of the Paline Taxes pursuant to Section 2.4(a), (i) the Tax basis of the assets of Paline Pipeline Company following the Paline Pipeline Equity Transfer is reduced as a result of a Proceeding, (ii) the amount of the Paline Taxes would have been reduced had the Paline Taxes been determined based on an amount of consideration payable in the Paline Pipeline Equity Transfer that is consistent with the amount of such reduced Tax basis and (iii) Buyer, the Securityholder Agent Companies or their Affiliates are unable entitled to resolve any such dispute within (or upon filing of an amended Tax Return or other appropriate form would have been entitled to) receive a refund (whether by payment, credit, offset or otherwise) related to the thirty Paline Taxes described in clause (30ii) day period referred to in Section 7.3(b) above, Parent and the Securityholder Agent shall submit the dispute to Deloitte & Touche LLP of this sentence (the a “Independent Accounting FirmPaline Refund”). Each , then Buyer shall pay to Seller the amount of the parties Paline Refund but only to this Agreement shallthe extent such amount exceeds any additional Taxes that are incurred (or upon filing of an amended Tax Return or other appropriate form would have been incurred) by Buyer, the Companies or their Affiliates as a result of reducing the amount of consideration payable in the Paline Pipeline Equity Transfer in a manner that is consistent with the amount of such reduced Tax basis (including any Taxes resulting from cancellation of indebtedness income resulting from such reduction of consideration). The Parties shall cooperate, and shall cause their respective affiliates and representatives toAffiliates to cooperate, provide full cooperation in order to the Independent Accounting Firmtake any necessary steps to claim any such refund. The Independent Accounting Firm shall (x) act in its capacity as an expert and not as an arbitrator, (y) consider only those matters as to which there is a dispute between the parties and (z) be instructed to reach its conclusions regarding any such dispute within thirty (30) days after its appointment and provide a written explanation of its decision. In the event that Parent and the Securityholder Agent submit any dispute to an Independent Accounting Firm, each such party may submit a “position paper” to the Independent Accounting Firm setting forth the position of such party with respect to such dispute, to be considered by such Independent Accounting Firm as it deems fit. Fifty percent (50%) of any expenses relating to the engagement of the Independent Accounting Firm shall be paid by Parent and fifty percent (50%) of such expenses shall be paid from the Escrow Fund. If the Securityholder Agent does not deliver the Notice of Objection in accordance with Section 7.3(c) above (i.e., within a thirty day period), the Final Cash Balance, shall be deemed to have been accepted by all of the parties to this Agreement. In the event that the Securityholder Agent delivers a Notice of Objection in accordance with the provisions above and Parent and the Securityholder Agent are able to resolve such dispute by mutual agreement, Parent’s calculation of the Final Cash Balance, to the extent modified by mutual agreement of such parties, shall be deemed to have been accepted by all of the parties to this Agreement. In the event that the Securityholder Agent delivers a Notice of Objection in accordance with the provisions set forth above and Parent and the Securityholder Agent are unable to resolve such dispute by mutual agreement, the determination of the Independent Accounting Firm amount of and the timing of any payment under the first sentence of this Section 2.4(c) shall be final and binding based on the parties principles of Section 2.4(a) and Parentwithout regard to Buyer’s calculation consolidated Tax group’s loss or credit carrybacks. Additionally, in the event a Paline Refund has actually been obtained and is subsequently challenged and adjusted as a result of any Proceeding related to Taxes then the Cash Amount on the Closing Date Balance Sheet, principles of Section 2.4(b) and Section 7.6 shall apply to the extent modified by the Independent Accounting Firm, shall be deemed to have been accepted by all of the parties to this Agreement. Subject to the foregoing provisions, the calculations of the Final Cash Balance shall be conclusive and binding on all of the parties to this Agreement, no further adjustments shall be made thereto and neither Parent nor the Securityholder Agent shall have any further right to challenge such calculation of the Final Cash Balanceadjusted Paline Refund.

Adjustment to Consideration. (a) Within ninety (90) days following Pursuant to the Closing DateMajority SPA, Parent maythe Buyer and the Majority Sellers must comply with their respective obligations under Clauses 3.5 to 3.9 of and Schedule 8 to the Majority SPA, at its election, cause pursuant to which the Completion Accounts are to be prepared and delivered to the Securityholder Agent a statement reflecting the Cash Amount of the Surviving Corporation become final and binding on the Closing Date Balance Sheet Buyer and the Majority Sellers and, by operation of this clause 3, the Option Sellers. (b) On the “Final Cash Balance”). In date falling five Business Days after the event that, pursuant to date on which the Completion Accounts become final and binding in accordance with the terms of the Majority SPA; (i) if the Net Working Capital and Cash as set out in the Completion Accounts exceeds the Target Net Working Capital and Cash, the Buyer shall release the Adjustment Payment Holdback Amount to the Option Sellers and, provided the excess is not less than an amount equal to the Threshold, in addition, shall pay to the Option Sellers an amount equal to the Optionholder Proportion of the excess above the Threshold and the percentage of the aggregate amount payable under this Section 7.3, it Clause 3.2(b)(i) that is determined that payable to each Option Seller shall be equal to such Option Sellers’ Proportion; (ii) if the Final Net Working Capital and Cash Balance as set out in the Completion Accounts is less than the lesser Target Net Working Capital and Cash by a figure exceeding the Threshold, then: (A) if the Optionholder Proportion of the applicable Minimum Cash Balance for such Closing Date as determined pursuant shortfall (that is an amount that exceeds the Threshold) is equal to Section 5.27 and or in excess of the Cash Adjustment Payment Holdback Amount reflected on then the Estimated Closing Date Balance Sheet, Buyer shall be permitted to retain the Adjustment Payment Holdback Amount; (B) if the Optionholder Proportion of the shortfall (that is an amount that exceeds the Threshold) is less than the Adjustment Payment Holdback Amount then the Buyer shall be permitted to withhold an amount equal to such difference shortfall from the Adjustment Payment Holdback Amount and thereafter pay the remaining amount to the Option Sellers in accordance with the Option Seller’s Proportion; and (C) if the Optionholder Proportion shortfall (that is an amount that exceeds the Threshold) is more than the Adjustment Payment Holdback Amount then, in addition to the Buyer retaining the Adjustment Payment Holdback Amount pursuant to (A) above, the Option Sellers shall pay the remaining amount of the Optionholder Proportion of the shortfall (above the amount of the Threshold) to the Buyer and the percentage payable under this Clause 3.2(b)(ii)(C) by each Option Seller shall be paid equal to Parent out of the Escrow Fund upon the delivery to the Escrow Agent of an Officersuch Option Seller’s Certificate. Following delivery by Parent to the Securityholder Agent of the Final Cash Balance, Parent shall give, and shall cause the Surviving Corporation to give, to the Securityholder Agent reasonable access during Parent’s business hours to those books and records of the Surviving Corporation in the possession of Parent or the Surviving Corporation and any personnel which relate to the preparation of the Final Cash Balance for purposes of resolving any disputes concerning the Final Cash Balance. (b) The Securityholder Agent shall have thirty (30) days following delivery of the Final Cash Balance during which to notify Parent in writing (the “Notice of Objection”) of any good faith objections to the calculation of Final Cash Balance, setting forth a reasonably specific and detailed description of its objections and the dollar amount of each objection. If the Securityholder Agent objects to Parent’s calculation of Final Cash Balance, Parent and the Securityholder Agent shall attempt to resolve any such objections within fifteen (15) days of the receipt by Parent of the Notice of ObjectionProportion. (c) If Parent and To the Securityholder Agent are unable to resolve any such dispute within extent that the thirty (30) day period referred to in Section 7.3(b) above, Parent and the Securityholder Agent shall submit the dispute to Deloitte & Touche LLP (the “Independent Accounting Firm”). Each aggregate of the parties amounts owed to HSBC UK Bank plc under the Company’s international business overdraft facility and asset finance facility are less than the HSBC Debt Amount on the Completion Date, the Buyer shall pay to the Option Sellers an amount equal to the Optionholder Proportion of the difference on the Completion Accounts Agreement Date in accordance with Clause 3.2(d) and in accordance with each Option Sellers’ Proportion. (d) Payment of any amount due to the Option Sellers pursuant to this Agreement shall, and shall cause their respective affiliates and representatives to, provide full cooperation to the Independent Accounting Firm. The Independent Accounting Firm shall (x) act in its capacity as an expert and not as an arbitrator, (y) consider only those matters as to which there is a dispute between the parties and (z) be instructed to reach its conclusions regarding any such dispute within thirty (30) days after its appointment and provide a written explanation of its decision. In the event that Parent and the Securityholder Agent submit any dispute to an Independent Accounting Firm, each such party may submit a “position paper” to the Independent Accounting Firm setting forth the position of such party with respect to such dispute, to be considered by such Independent Accounting Firm as it deems fit. Fifty percent (50%) of any expenses relating to the engagement of the Independent Accounting Firm Clause 3.2 shall be paid in aggregate by Parent and fifty percent (50%) the Buyer to the Company’s Bank Account, proof of such expenses payment of which shall be paid from an effective discharge of the Escrow Fund. If the Securityholder Agent does not deliver the Notice of Objection in accordance with Section 7.3(cBuyer’s obligation to pay such amounts under this Clause 3.2. (e) above (i.e., within a thirty day period), the Final Cash Balance, The Optionholder Consideration shall be deemed to have been accepted be adjusted by all an amount equal to: (i) the aggregate amount of any payment made by any Option Seller to the parties Buyer in respect of any Claim; (ii) the aggregate amount of any payment made by the Buyer to any Option Seller in respect of any breach of this Agreement. In ; (iii) the event aggregate of any amounts paid to the Option Sellers by the Buyer pursuant to Clause 3.2(c); (iv) the aggregate amount of any Adjustment Payment made to the Buyer by the Option Sellers pursuant to Clause 3.2(b)(ii); and (v) the aggregate amount of any Adjustment Payments made to the Option Sellers by the Buyer pursuant to Clause 3.2(b)(i), and any adjustment shall be apportioned between the Parties as appropriate in the context, provided that the Securityholder Agent delivers a Notice of Objection in accordance with the provisions above and Parent and the Securityholder Agent are able to resolve such dispute by mutual agreement, Parent’s calculation of the Final Cash Balance, to the extent modified by mutual agreement of such parties, Optionholder Consideration shall not be deemed to have been accepted by all of the parties to this Agreement. In the event that the Securityholder Agent delivers a Notice of Objection in accordance with the provisions set forth above and Parent and the Securityholder Agent are unable to resolve such dispute by mutual agreement, the determination of the Independent Accounting Firm shall be final and binding on the parties and Parent’s calculation of the Cash Amount on the Closing Date Balance Sheet, to the extent modified by the Independent Accounting Firm, shall be deemed to have been accepted by all of the parties to this Agreement. Subject to the foregoing provisions, the calculations of the Final Cash Balance shall be conclusive and binding on all of the parties to this Agreement, no further adjustments shall be made thereto and neither Parent nor the Securityholder Agent shall have any further right to challenge such calculation of the Final Cash Balancereduced below zero.

Adjustment to Consideration. (a) Within ninety (90) days following It is acknowledged and agreed that at the Closing Date, Parent may, at its election, cause to be prepared Completion Date the Company shall not have any Debt and delivered to that the Securityholder Agent a statement reflecting the Cash Amount Working Capital of the Surviving Corporation on the Closing Date Balance Sheet (the “Final Cash Balance”). In the event that, pursuant to the terms of this Section 7.3, it is determined that the Final Cash Balance is less than the lesser of the applicable Minimum Cash Balance for such Closing Date as determined pursuant to Section 5.27 and the Cash Amount reflected on the Estimated Closing Date Balance Sheet, then an amount equal to such difference Company shall be paid Euro 0 at Completion. Any actions of Xxxxxxxx to Parent out of achieve the Escrow Fund upon the delivery to the Escrow Agent of an Officer’s Certificate. Following delivery by Parent to the Securityholder Agent of the Final Cash Balance, Parent shall give, and shall cause the Surviving Corporation to give, to the Securityholder Agent reasonable access during Parent’s business hours to those books and records of the Surviving Corporation in the possession of Parent or the Surviving Corporation and any personnel which relate to the preparation of the Final Cash Balance for purposes of resolving any disputes concerning the Final Cash Balance. (b) The Securityholder Agent shall have thirty (30) days following delivery of the Final Cash Balance during which to notify Parent in writing (the “Notice of Objection”) Company being free of any good faith objections Debt or to the calculation achieve a Working Capital of Final Cash Balance, setting forth a reasonably specific and detailed description of its objections and the dollar amount of each objection. If the Securityholder Agent objects to Parent’s calculation of Final Cash Balance, Parent and the Securityholder Agent shall attempt to resolve any such objections within fifteen (15) days of the receipt by Parent of the Notice of Objection. (c) If Parent and the Securityholder Agent are unable to resolve any such dispute within the thirty (30) day period referred to in Section 7.3(b) above, Parent and the Securityholder Agent shall submit the dispute to Deloitte & Touche LLP (the “Independent Accounting Firm”). Each of the parties to this Agreement shall, and shall cause their respective affiliates and representatives to, provide full cooperation to the Independent Accounting Firm. The Independent Accounting Firm shall (x) act in its capacity as an expert and not as an arbitrator, (y) consider only those matters as to which there is a dispute between the parties and (z) be instructed to reach its conclusions regarding any such dispute within thirty (30) days after its appointment and provide a written explanation of its decision. In the event that Parent and the Securityholder Agent submit any dispute to an Independent Accounting Firm, each such party may submit a “position paper” to the Independent Accounting Firm setting forth the position of such party with respect to such dispute, to be considered by such Independent Accounting Firm as it deems fit. Fifty percent (50%) of any expenses relating to the engagement of the Independent Accounting Firm shall be paid by Parent and fifty percent (50%) of such expenses shall be paid from the Escrow Fund. If the Securityholder Agent does not deliver the Notice of Objection in accordance with Section 7.3(c) above (i.e., within a thirty day period), the Final Cash BalanceEuro 0, shall be deemed to not have been accepted by all any adverse tax effect of whatsoever nature for the parties to this AgreementCompany and for SBS. In It is, furthermore, acknowledged and agreed that in the event that the Securityholder Agent delivers Completion Balance Sheet differs from the Pro Forma Completion Balance Sheet a Notice recalculation shall take place of Objection the Consideration, whereby each item on such balance sheets shall be taken into account and compared. The aggregate amount resulting from such comparison, which would result in an adjustment to the Consideration as set out in clause 6 in accordance with the provisions above of clause 10.10 shall be equal to the amount by which the net asset value as shown in the Completion Balance Sheet shall differ from the net asset value as shown in the Pro Forma Balance Sheet (the Aggregate Amount) and Parent be settled as follows: If the parties did not refer the item or items in dispute of the Pro Forma Completion Balance Sheet (the Disputed Items) to the Independent Accountants in an earlier stage as set out in clause 7.3 the parties shall discuss the Disputed Items and try to reach an understanding regarding the Disputed Items within five Business Days following one year after Signing. If no agreement has been reached the Disputed Items shall be determined by the Independent Accountants, whereupon a comparison between the Pro Forma Completion Balance Sheet and the Securityholder Agent are able to resolve Completion Balance Sheet on an item for item basis shall be made as set forth in this clause 7.5. Upon finalisation of such dispute by mutual agreement, Parent’s calculation comparison the parties shall enter into discussions regarding the way of settlement of the Final Cash BalanceAggregate Amount. If parties have not reached an understanding regarding the way of settlement within thirty days following the finalisation of aforementioned comparison, to the extent modified by mutual agreement of such parties, Aggregate Amount shall be deemed to have been accepted by all of the parties to this Agreement. In the event that the Securityholder Agent delivers a Notice of Objection settled either in cash or in kind in accordance with the provisions set forth above and Parent and the Securityholder Agent are unable to resolve such dispute by mutual of clause 10.10 of this agreement, the determination it being understood that there shall be disregard of the Independent Accounting Firm Aggregate Amount in the event such amount is less than Euro 75,000. If the Aggregate Amount is Euro 75,000 or more, this amount shall be final and binding on taken into account when determining whether the threshold set out in clause 11.1(b) is met, which threshold shall also apply in relation to the settlement of the Aggregate Amount. If the parties and Parent’s calculation had referred the Disputed Items to Independent Accounts as set out in clause 7.3, the parties shall enter into discussions regarding the way of settlement of the Cash Aggregate Amount on one year following the Closing Date Balance SheetSigning. If parties have not reached an understanding regarding the way of settlement within thirty days following one year after Signing, the Aggregate Amount shall be settled either in cash or in kind in accordance with the provisions of clause 10.10 of this agreement, it being understood that there shall be disregard of the Aggregate Amount in the event such amount is less than Euro 75,000. If the Aggregate Amount is Euro 75,000 or more, this amount shall be taken into account when determining whether the threshold set out in clause 11.1(b) is met, which threshold shall also apply in relation to the extent modified by the Independent Accounting Firm, shall be deemed to have been accepted by all settlement of the parties to this Agreement. Subject to the foregoing provisions, the calculations of the Final Cash Balance shall be conclusive and binding on all of the parties to this Agreement, no further adjustments shall be made thereto and neither Parent nor the Securityholder Agent shall have any further right to challenge such calculation of the Final Cash BalanceAggregate Amount.

Adjustment to Consideration. (a) Within ninety ten (9010) days following prior to the Closing Date, Parent maySeller shall prepare and deliver to Buyer a balance sheet of the Seller (the "Closing Balance Sheet") certified as true, at its electioncomplete and accurate, cause to by an authorized officer of Seller. The Closing Balance Sheet shall be prepared and delivered to in accordance with the Securityholder Agent a statement reflecting the Cash Amount same principles applied in preparation of the Surviving Corporation on the Closing Date Balance Sheet (the “Final Cash Balance”). In the event that, pursuant to the terms of this Section 7.3, it is determined that the Final Cash Balance is less than the lesser of the applicable Minimum Cash Balance for such Closing Date as determined pursuant to Section 5.27 and the Cash Amount reflected on the Estimated Closing Date Balance Sheet, then an amount equal to such difference shall be paid to Parent out of the Escrow Fund upon the delivery to the Escrow Agent of an Officer’s Certificate. Following delivery by Parent to the Securityholder Agent of the Final Cash Balance, Parent shall giveFinancial Statements, and shall cause fairly and accurately present the Surviving Corporation assets, Liabilities (including reserves) and financial position of the Seller, as of the Closing Date. Buyer shall have five (5) business days following delivery of the Closing Balance Sheet to give, notify Seller in writing of any objections to the Securityholder Agent reasonable access during Parent’s business hours to those books and records of the Surviving Corporation in the possession of Parent or the Surviving Corporation and any personnel which relate to the preparation of the Final Cash Closing Balance for purposes of resolving any disputes concerning the Final Cash BalanceSheet. (b) The Securityholder Agent shall have thirty (30) days following delivery of the Final Cash Balance during which to notify Parent in writing (the “Notice of Objection”) of any good faith objections If Buyer does not object to the calculation of Final Closing Balance Sheet, it shall cause its Subsidiary to issue at Closing, the Note in the principal amount resulting from the difference between $2,100,000.00 minus the Projected Cash Balance, setting forth a reasonably specific and detailed description of its objections Shortfall Amount and the dollar amount of each objection. If Assumed Liabilities, which liabilities shall be reflected on the Securityholder Agent objects to Parent’s calculation of Final Cash Balance, Parent and the Securityholder Agent shall attempt to resolve any such objections within fifteen (15) days of the receipt by Parent of the Notice of ObjectionClosing Balance Sheet. (c) If Parent Buyer does object to any item in the Closing Balance Sheet, it shall notify Seller in writing prior to Closing, and the Securityholder Agent are unable Buyer and Seller shall use reasonable efforts to resolve any such dispute within the thirty (30) day period referred to in Section 7.3(b) above, Parent and the Securityholder Agent shall submit the dispute to Deloitte & Touche LLP (the “Independent Accounting Firm”). Each of the parties to this Agreement shall, and shall cause their respective affiliates and representatives to, provide full cooperation differences with respect to the Independent Accounting Firm. The Independent Accounting Firm shall (x) act in its capacity as an expert and not as an arbitrator, (y) consider only those matters as to which there is a dispute between the parties and (z) be instructed to reach its conclusions regarding any such dispute within thirty (30) days after its appointment and provide a written explanation of its decisionClosing Balance Sheet. In the event that Parent Seller and the Securityholder Agent submit any dispute to an Independent Accounting Firm, each such party may submit a “position paper” to the Independent Accounting Firm setting forth the position of such party with respect to such dispute, to be considered by such Independent Accounting Firm as it deems fit. Fifty percent (50%) of any expenses relating to the engagement of the Independent Accounting Firm shall be paid by Parent and fifty percent (50%) of such expenses shall be paid from the Escrow Fund. If the Securityholder Agent does not deliver the Notice of Objection in accordance with Section 7.3(c) above (i.e., within a thirty day period), the Final Cash Balance, shall be deemed to have been accepted by all of the parties to this Agreement. In the event that the Securityholder Agent delivers a Notice of Objection in accordance with the provisions above and Parent and the Securityholder Agent are able to resolve such dispute by mutual agreement, Parent’s calculation of the Final Cash Balance, to the extent modified by mutual agreement of such parties, shall be deemed to have been accepted by all of the parties to this Agreement. In the event that the Securityholder Agent delivers a Notice of Objection in accordance with the provisions set forth above and Parent and the Securityholder Agent Buyer are unable to resolve such dispute by mutual agreementreach agreement prior to Closing, the Parties shall proceed with the Closing and shall submit the disputed items for resolution post-Closing to an independent accounting firm of nationally or regionally recognized standing selected by both Parties (a "Qualified Accountant"). The Qualified Accountant's determination on the items on dispute on the Closing Balance Sheet (the "Final Balance Sheet") and the pro-rata allocation of the Independent Accounting Firm its fees, expenses and costs (as hereinafter set forth) shall be final and binding on the parties Buyer and Parent’s calculation Seller. The fees, expenses and costs of the Cash Amount Qualified Accountant shall be borne by Seller and Buyer in inverse proportion as each of them may prevail on the Closing Date matters resolved by the Qualified Accountant, which pro-rata allocation will also be determined by the Qualified Accountant and be included in its final decision. Upon receipt of the Final Balance Sheet, Buyer shall cause its Subsidiary to issue the extent modified by Note in the Independent Accounting Firmprincipal amount resulting from the difference between $2,100,000.00 and the Assumed Liabilities as reflected in the Final Balance Sheet, which Note shall be deemed subject to have been accepted by all of the parties to this Agreement. Subject to the foregoing provisions, the calculations of the Final Cash Balance shall be conclusive and binding on all of the parties to this Agreement, no further adjustments shall be made thereto and neither Parent nor the Securityholder Agent shall have any further right to challenge such calculation of the Final Cash Balanceadjustment as set forth in Section 1.6 below.

Adjustment to Consideration. (a) Within ninety forty-five (9045) days following the Closing Date, Parent may, at its election, cause to be prepared and delivered to the Securityholder Agent a statement reflecting the Cash Amount Stockholder Representative unaudited balance sheets of the Surviving Corporation on and its Subsidiaries as of the Closing Date Balance Sheet (the “Final Cash BalanceAdjusted Balance Sheets”). The Adjusted Balance Sheets will be prepared in accordance with GAAP consistently applied on a basis consistent with the Financials and shall include without limitation all Estimated Third Party Expenses that have been accrued but that have not been paid prior to the Effective Time, any payments to Terminating Employees for severance or similar payments and any other payments triggered or accelerated by or contingent upon the Closing or the Merger. In the event that, pursuant to the terms of this Section 7.39.6(a), it is determined that (i) the Final Cash Balance is less than amount equal to (A) the lesser absolute value of the applicable Minimum Cash Balance for such Company’s and its Subsidiaries’ total liabilities (as defined by and as determined in accordance with GAAP and shall include without limitation all Estimated Third Party Expenses that have been accrued but that were not paid prior to the Effective Time and any other payments triggered or accelerated by or contingent upon the Closing or the Merger, but shall exclude deferred revenue and the Specified Liabilities) at the Closing Date as determined pursuant to Section 5.27 and the Cash Amount reflected on the Estimated Adjusted Balance Sheets minus (B) the absolute value of the Company’s and its Subsidiaries’ total assets (as defined by and as determined in accordance with GAAP) at the Closing Date (collectively, the “Net Liabilities at Closing”) minus (C) the Balance SheetSheet Adjustment Amount, is a number greater than the Balance Sheet Target, and/or (ii) the amount equal to (A) the absolute value of the total Specified Liabilities at the Closing Date as reflected on the Adjusted Balance Sheets (collectively, the “Specified Liabilities at Closing”) minus (B) the Specified Liabilities Adjustment Amount, is a number greater than $1,875,849, then an amount of Escrow Shares equal to such difference the sum of the excess amount, if any, determined in accordance with clause (i) above plus the excess amount, if any, determined in accordance with clause (ii) above (collectively, the “Excess Liabilities”) shall be paid returned to Parent out of the Escrow Fund upon in accordance with the delivery to terms of the Escrow Agent of an Officer’s CertificateAgreement. Following delivery by Parent to the Securityholder Agent Stockholder Representative of the Final Cash BalanceAdjusted Balance Sheets, Parent shall give, and shall cause give the Surviving Corporation to give, to the Securityholder Agent Stockholder Representative reasonable access during Parent’s regular business hours to those books and records of the Surviving Corporation in the possession or control of Parent or the Surviving Corporation and any personnel which relate to the preparation of the Final Cash Adjusted Balance Sheets for purposes of resolving any disputes concerning the Final Cash BalanceAdjusted Balance Sheets and the calculation of Net Liabilities at Closing. (b) The Securityholder Agent Stockholder Representative shall have thirty (30) 15 days following delivery of the Final Cash Adjusted Balance Sheets during which to notify Parent in writing (the “Notice of Objection”) of any good faith objections to the calculation of Final Cash BalanceNet Liabilities at Closing, Specified Liabilities at Closing or the Adjusted Balance Sheets, as it affects such calculation, setting forth a reasonably specific and detailed description of its objections and the dollar amount of each objection. If the Securityholder Agent Stockholder Representative objects to the Adjusted Balance Sheets or Parent’s calculation of Final Cash BalanceNet Liabilities at Closing or Specified Liabilities at Closing as reflected thereon, Parent and the Securityholder Agent Stockholder Representative shall attempt to resolve any such objections within fifteen (15) 15 days of the receipt by Parent of the Notice of Objection. (c) If Parent and the Securityholder Agent Stockholder Representative are unable to resolve any such dispute within the thirty (30) 15 day period following receipt of the Notice of Objection referred to in Section 7.3(b9.6(b) abovehereof, Parent and the Securityholder Agent Stockholder Representative shall submit the dispute to Deloitte & Touche LLP a partner in the audit practice of any nationally recognized accounting firm that is mutually agreeable to both parties (the “Independent Accounting Firm”). Each of the parties to this Agreement shall, and shall cause their respective affiliates and representatives to, provide full cooperation to the Independent Accounting Firm. The Independent Accounting Firm shall (xi) act in its capacity as an expert and not as an arbitrator, (yii) consider only those matters as to which there is a dispute between the parties and (ziii) be instructed to reach its conclusions regarding any such dispute within thirty (30) 30 days after its appointment and provide a written explanation of its decision. In the event that Parent and the Securityholder Agent Stockholder Representative submit any dispute to an Independent Accounting Firm, each such party may submit a “position paper” to the Independent Accounting Firm setting forth the position of such party with respect to such dispute, to be considered by such Independent Accounting Firm as it deems fitappropriate. Fifty percent (50%) of any expenses relating to the engagement of the Independent Accounting Firm (“Independent Accounting Firm Expenses”) shall be paid by Parent and fifty percent (50%) of such expenses shall be paid by the Stockholders; provided, however, that in the event any Stockholder fails to timely pay his or her Pro Rata Portion of the Independent Accounting Firm Expenses, the parties agree that Parent may at its option pay such Stockholder’s Pro Rata Portion of the Independent Accounting Firm Expenses and recover an equal amount from such Stockholder’s Pro Rata Portion of the Escrow Fund. . (d) If the Securityholder Agent Stockholder Representative does not deliver the a Notice of Objection in accordance with Section 7.3(c9.6(b) above (i.e., within a thirty day period)hereof, the Final Cash BalanceAdjusted Balance Sheets (together with Parent’s calculation of Net Liabilities at Closing and Specified Liabilities at Closing reflected thereon), shall be deemed to have been accepted by all of the parties to this Agreement. In the event that the Securityholder Agent Stockholder Representative delivers a Notice of Objection in accordance with the provisions above and Parent and the Securityholder Agent Stockholder Representative are able to resolve such dispute by mutual agreement, the Adjusted Balance Sheets, together with Parent’s calculation of the Final Cash BalanceNet Liabilities at Closing and Specified Liabilities at Closing reflected thereon, to the extent modified by mutual agreement of such parties, shall be deemed to have been accepted by all of the parties to this Agreement. In the event that the Securityholder Agent Stockholder Representative delivers a Notice of Objection in accordance with the provisions set forth above and Parent and the Securityholder Agent Stockholder Representative are unable to resolve such dispute by mutual agreement, the determination of the Independent Accounting Firm shall be final and binding on the parties parties, and the Adjusted Balance Sheet, together with Parent’s calculation of the Cash Amount on the Net Liabilities at Closing Date Balance Sheetand Specified Liabilities at Closing reflected thereon, to the extent modified by the Independent Accounting Firm, shall be deemed to have been accepted by all of the parties to this Agreement. Subject to the foregoing provisions, the calculations calculation of the Final Cash Net Liabilities at Closing and Specified Liabilities at Closing reflected on any such Adjusted Balance Sheets shall be conclusive and binding on all of the parties to this AgreementAgreement for purposes of this Section 9.6, no further adjustments shall be made thereto and neither Parent nor none of Parent, the Securityholder Agent Stockholder Representative or the Stockholders shall have any further right to challenge such calculation of the Final Cash BalanceNet Liabilities at Closing or Specified Liabilities at Closing.

Adjustment to Consideration. (a) Within ninety (90) days following the Closing Date, Parent may, at its election, cause to be prepared and delivered to the Securityholder Agent a statement reflecting the Cash Amount of the Surviving Corporation on the Closing Date Balance Sheet (the “"Final Cash Balance”"). In the event that, pursuant to the terms of this Section 7.3, it is determined that the Final Cash Balance is less than the lesser of the applicable Minimum Cash Balance for such Closing Date as determined pursuant to Section 5.27 and the Cash Amount reflected on the Estimated Closing Date Balance Sheet, then an amount equal to such difference shall be paid to Parent out of the Escrow Fund upon the delivery to the Escrow Agent of an Officer’s 's Certificate. Following delivery by Parent to the Securityholder Agent of the Final Cash Balance, Parent shall give, and shall cause the Surviving Corporation to give, to the Securityholder Agent reasonable access during Parent’s 's business hours to those books and records of the Surviving Corporation in the possession of Parent or the Surviving Corporation and any personnel which relate to the preparation of the Final Cash Balance for purposes of resolving any disputes concerning the Final Cash Balance. (b) The Securityholder Agent shall have thirty (30) days following delivery of the Final Cash Balance during which to notify Parent in writing (the “"Notice of Objection”") of any good faith objections to the calculation of Final ------------------- Cash Balance, setting forth a reasonably specific and detailed description of its objections and the dollar amount of each objection. If the Securityholder Agent objects to Parent’s 's calculation of Final Cash Balance, Parent and the Securityholder Agent shall attempt to resolve any such objections within fifteen (15) days of the receipt by Parent of the Notice of Objection. (c) If Parent and the Securityholder Agent are unable to resolve any such dispute within the thirty (30) day period referred to in Section 7.3(b) above, Parent and the Securityholder Agent shall submit the dispute to Deloitte & Touche LLP (the “"Independent Accounting Firm”"). Each of the parties to this Agreement shall, and shall cause their respective affiliates and representatives to, provide full cooperation to the Independent Accounting Firm. The Independent Accounting Firm shall (x) act in its capacity as an expert and not as an arbitrator, (y) consider only those matters as to which there is a dispute between the parties and (z) be instructed to reach its conclusions regarding any such dispute within thirty (30) days after its appointment and provide a written explanation of its decision. In the event that Parent and the Securityholder Agent submit any dispute to an Independent Accounting Firm, each such party may submit a “"position paper” " to the Independent Accounting Firm setting forth the position of such party with respect to such dispute, to be considered by such Independent Accounting Firm as it deems fit. Fifty percent (50%) of any expenses relating to the engagement of the Independent Accounting Firm shall be paid by Parent and fifty percent (50%) of such expenses shall be paid from the Escrow Fund. If the Securityholder Agent does not deliver the Notice of Objection in accordance with Section 7.3(c) above (i.e., within a thirty day period), the Final Cash Balance, shall be deemed to have been accepted by all of the parties to this Agreement. In the event that the Securityholder Agent delivers a Notice of Objection in accordance with the provisions above and Parent and the Securityholder Agent are able to resolve such dispute by mutual agreement, Parent’s 's calculation of the Final Cash Balance, to the extent modified by mutual agreement of such parties, shall be deemed to have been accepted by all of the parties to this Agreement. In the event that the Securityholder Agent delivers a Notice of Objection in accordance with the provisions set forth above and Parent and the Securityholder Agent are unable to resolve such dispute by mutual agreement, the determination of the Independent Accounting Firm shall be final and binding on the parties and Parent’s 's calculation of the Cash Amount on the Closing Date Balance Sheet, to the extent modified by the Independent Accounting Firm, shall be deemed to have been accepted by all of the parties to this Agreement. Subject to the foregoing provisions, the calculations of the Final Cash Balance shall be conclusive and binding on all of the parties to this Agreement, no further adjustments shall be made thereto and neither Parent nor the Securityholder Agent shall have any further right to challenge such calculation of the Final Cash Balance.