Common use of Adjustment to Merger Consideration Clause in Contracts

Adjustment to Merger Consideration. (a) On the fifth (5th) Business Day preceding the Closing Date, the Company shall deliver to CEH LLC and the Designated Representative (i) an estimated balance sheet of the Company and Sea Coast (the "Estimated Aurora Balance Sheet") as of 11:59 p.m. on the day immediately prior to the Closing Date, (ii) a certificate which shall set forth (A) a good faith estimate of (I) the amount of Aurora Net Debt as of such time (the "Estimated Aurora Net Debt") and (II) Aurora Working Capital as of such time (the "Estimated Aurora Working Capital"), in each case prior to payment of Aurora Closing Expenses and (B) a good faith estimate of the Employee Expense Amount. The Estimated Aurora Balance Sheet shall be prepared by Aurora in accordance with GAAP consistently applied. (b) On the second Business Day prior to the Closing Date, CEH LLC shall deliver to the Company and the Designated Representative a certificate which shall set forth a good faith estimate of the Employee Expense Amount (the "Estimated Employee Expense Amount"). (c) As soon as practicable, but no later than ninety (90) days after the Closing Date, the Reorganized Company shall prepare and deliver to CEH LLC and the Designated Representative a balance sheet of the Company and Sea Coast as of 11:59 p.m. on the date immediately prior to the Closing Date which shall be audited by Ernst & Young LLP, together with the related audit report of such firm (the "Final Aurora Balance Sheet"). The Reorganized Company shall also deliver a certificate setting forth (i) its calculation of (A) the amount of Aurora Net Debt as of such time (the "Actual Aurora Net Debt") and (B) the amount of Aurora Working Capital as of such time (the "Actual Aurora Working Capital"), in each case prior to payment of Aurora Closing Expenses and (ii) its calculation of the Employee Expense Amount (the "Actual Employment Expense Amount"). The Final Aurora Balance Sheet shall be prepared in accordance with this Agreement and GAAP consistently applied. (d) If either CEH LLC or the Designated Representative has any objections to the Final Aurora Balance Sheet, or any calculations derived from the Final Aurora Balance Sheet or the Actual Employee Expense Amount, it shall deliver a written statement describing its objections in reasonable detail to the other not later than thirty (30) Business Days after its receipt thereof. CEH LLC and the Designated Representative shall use reasonable best efforts to resolve any such objections themselves. If a final resolution of such objections is not made within ten (10) Business Days after receipt by the other party of the objecting party's written objections, CEH LLC and the Designated Representative shall submit the issue to an auditor (the "Referee") for resolution. The Referee shall be the New York office of Deloitte & Touche; provided, that if, for any reason, at the time of such submission, Deloitte & Touche is unavailable to serve as the Referee or if Deloitte & Touche is not in a neutral and impartial position in relation to the parties as determined by Deloitte & Touche, CEH LLC and the Designated Representative shall have ten (10) Business Days from the time of such submission to agree on a substitute Referee. Failing timely agreement, on the request of either CEH LLC or the Designated Representative, the American Arbitration Association shall designate a national accounting firm to serve as the Referee. If issues in dispute are submitted to the Referee for resolution, CEH LLC and the Designated Representative shall furnish to the Referee such work papers and other documents and information relating to the disputed issues as the Referee may request, and shall be afforded the opportunity to present to the Referee any material relating to the resolution of the disputed items and to discuss the resolution of the disputed items with the Referee. The Referee shall be instructed in performing the review that CEH LLC and the Designated Representative shall each be provided with copies of any and all correspondence and drafts exchanged between either of them and the Referee. CEH LLC and the Designated Representative shall be granted reasonable access to information contained in the documents made available to the Referee by the other, provided that any information contained in the documents shall be kept confidential by the recipient party. (e) The Referee shall determine (and written notice thereof shall be given to CEH LLC and the Designated Representative) as promptly as practicable, but in any event within fifteen (15) Business Days of the date on which such dispute is referred to the Referee, based solely on presentations of CEH LLC and the Designated Representative and not by independent review, (i) whether the Final Aurora Balance Sheet (or any component thereof) and/or the Actual Employee Expense Amount was prepared in accordance with the terms of this Agreement and (ii) (only with respect to the disputed items submitted to the Referee) whether and to what extent (if any) the Actual Aurora Net Debt, Actual Aurora Working Capital or the Actual Employee Expense Amount requires adjustment. The Company shall bear the fees and expenses of the Referee. The determination of the Referee shall be final, conclusive and binding on the parties, and the Referee's determination of the Actual Aurora Net Debt, Actual Aurora Working Capital or the Actual Employee Expense Amount shall then be deemed to be the Actual Aurora Net Debt, Actual Aurora Working Capital and the Actual Employee Expense Amount for purposes of this Section 4.1. (f) CEH LLC will cause the Reorganized Company to make the work papers and back-up materials used in preparing the Final Aurora Balance Sheet and in determining the Actual Employee Expense Amount, and the relevant books, records, and the financial staff of the Reorganized Company available to the Designated Representative and its Advisors during normal business hours and upon reasonable notice during (i) the review by the Designated Representative of the Final Aurora Balance Sheet and the determination of the Actual Employee Expense Amount and (ii) the resolution by the parties of any objections thereto.

Adjustment to Merger Consideration. (a) On Subject to 6.13(b), for all Tax purposes, to the fifth (5th) Business Day preceding extent permitted by applicable law, any payment by Acquiror or Parent under this Agreement shall be treated as an adjustment to the Closing Date, the Company shall deliver to CEH LLC and the Designated Representative (i) an estimated balance sheet consideration payable upon consummation of the Company and Sea Coast (the "Estimated Aurora Balance Sheet") as of 11:59 p.m. on the day immediately prior to the Closing Date, (ii) a certificate which shall set forth (A) a good faith estimate of (I) the amount of Aurora Net Debt as of such time (the "Estimated Aurora Net Debt") and (II) Aurora Working Capital as of such time (the "Estimated Aurora Working Capital"), in each case prior to payment of Aurora Closing Expenses and (B) a good faith estimate of the Employee Expense Amount. The Estimated Aurora Balance Sheet shall be prepared by Aurora in accordance with GAAP consistently appliedMerger. (b) On If the second Business Day prior to the Closing Date, CEH LLC shall deliver to the Company and the Designated Representative a certificate which shall set forth a good faith estimate of the Employee Expense Amount Internal Revenue Service (the "Estimated Employee Expense AmountIRS") (or similar taxing authority) issues a written notice of proposed adjustment (an "Adjustment Notice") (or similar notice) with respect to characterization of an indemnity payment as a Purchase Price adjustment (the "Characterization Issue"). (c) As , the Acquiror shall notify Parent as soon as practicable, practicable but no later than ninety (90) ten business days after the Closing DateAcquiror's (or any of its Affiliates) receipt of such Adjustment Notice. In the event of any IRS or other proceedings related to a Characterization Issue, the Reorganized Company Acquiror shall prepare and deliver permit Parent to CEH LLC and the Designated Representative a balance sheet of the Company and Sea Coast as of 11:59 p.m. on the date immediately prior to the Closing Date provide comments which shall be audited by Ernst & Young LLP, together with the related audit report of such firm considered in good faith (the "Final Aurora Balance Sheet"). The Reorganized Company shall also deliver a certificate setting forth (i) its calculation of (A) the amount of Aurora Net Debt as of such time (the "Actual Aurora Net Debt") and (B) the amount of Aurora Working Capital as of such time (the "Actual Aurora Working Capital"), in each case prior to payment of Aurora Closing Expenses and (ii) its calculation of the Employee Expense Amount (the "Actual Employment Expense Amount"). The Final Aurora Balance Sheet shall be prepared in accordance with this Agreement and GAAP consistently applied. (d) If either CEH LLC or the Designated Representative has any objections to the Final Aurora Balance Sheet, or any calculations derived from the Final Aurora Balance Sheet or the Actual Employee Expense Amount, it shall deliver a written statement describing its objections in reasonable detail to the other not later than thirty (30) Business Days after its receipt thereof. CEH LLC and the Designated Representative shall use reasonable best efforts to resolve any such objections themselves. If a final resolution of such objections is not made within ten (10) Business Days after receipt by the other party of the objecting party's written objections, CEH LLC and the Designated Representative shall submit the issue to an auditor (the "Referee") for resolution. The Referee shall be the New York office of Deloitte & Touche; provided, that if, for any reason, at the time of such submission, Deloitte & Touche is unavailable to serve as the Referee or if Deloitte & Touche is not in a neutral and impartial position in relation to the parties as determined by Deloitte & Touche, CEH LLC and the Designated Representative shall have ten (10) Business Days from the time of such submission to agree on a substitute Referee. Failing timely agreement, on the request of either CEH LLC or the Designated Representative, the American Arbitration Association shall designate a national accounting firm to serve as the Referee. If issues in dispute are submitted to the Referee for resolution, CEH LLC and the Designated Representative shall furnish to the Referee such work papers and other documents and information relating to the disputed issues as the Referee may request, and shall be afforded the opportunity to present to the Referee any material relating to the resolution of the disputed items and to discuss the resolution of the disputed items with the Referee. The Referee shall be instructed in performing the review that CEH LLC and the Designated Representative shall each be provided with copies of any and all correspondence and drafts exchanged between either of them and the Referee. CEH LLC and the Designated Representative shall be granted reasonable access to information contained in the documents made available to the Referee by the other, provided that any information contained in the documents shall be kept confidential by the recipient party. (e) The Referee shall determine (and written notice thereof shall be given to CEH LLC and the Designated Representative) as promptly as practicable, but in any event within fifteen (15) Business Days of the date on which such dispute is referred to the Referee, based solely on presentations of CEH LLC and the Designated Representative and not by independent review, (i) whether the Final Aurora Balance Sheet (or any component thereof) and/or the Actual Employee Expense Amount was prepared in accordance with the terms of this Agreement and (ii) (only with respect to the disputed items submitted Characterization Issue), provided, however, that Acquiror shall control all such proceedings. At its sole option, Acquiror may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the IRS in respect of a Characterization Issue and shall be entitled to settle or contest such Characterization Issue, as the case may be; provided, however, that if Parent elects by written notice to Acquiror to fund Acquiror's reasonable expenses with respect to any IRS or other proceeding, Acquiror shall use reasonable commercial efforts to uphold the characterization of the indemnity payment as an adjustment to the Referee) whether Purchase Price, but shall not be required to litigate such treatment unless Parent provides Acquiror with a written opinion of counsel selected by Parent, but reasonably acceptable to Acquiror, that the characterization of the indemnity payment will more likely than not be treated as an adjustment to the Purchase Price. If and to what the extent (if any) that the Actual Aurora Net Debttreatment of an indemnification payment as an adjustment to the Purchase Price is finally determined to be erroneous pursuant to this Section 6.13, Actual Aurora Working Capital or the Actual Employee Expense Amount requires adjustment. The Company indemnifying party shall bear be required to pay to the fees and expenses indemnified party the liability for any Taxes incurred by the indemnified party as a result of the Referee. The determination receipt of the Referee shall be final, conclusive and binding on the parties, and the Referee's determination of the Actual Aurora Net Debt, Actual Aurora Working Capital or the Actual Employee Expense Amount shall then be deemed to be the Actual Aurora Net Debt, Actual Aurora Working Capital and the Actual Employee Expense Amount for purposes of this Section 4.1indemnity payment. (f) CEH LLC will cause the Reorganized Company to make the work papers and back-up materials used in preparing the Final Aurora Balance Sheet and in determining the Actual Employee Expense Amount, and the relevant books, records, and the financial staff of the Reorganized Company available to the Designated Representative and its Advisors during normal business hours and upon reasonable notice during (i) the review by the Designated Representative of the Final Aurora Balance Sheet and the determination of the Actual Employee Expense Amount and (ii) the resolution by the parties of any objections thereto.

Adjustment to Merger Consideration. (a) On Prior to the fifth Closing Date, the Company shall in good faith prepare, with the assistance of Parent, an estimated balance sheet of the Company as of the Closing Date (5ththe “Estimated Closing Date Balance Sheet”), which shall include a determination of the Net Asset Position (as defined below) Business Day preceding as of the Closing Date. The Estimated Closing Date Balance Sheet shall be prepared in accordance with GAAP consistently applied, and otherwise consistent with the methodology used to prepare the Company’s Base Balance Sheet (as defined in Section 4.5). Not later than two (2) business days prior to the Closing Date, the Company shall deliver to CEH LLC and Parent the Designated Representative (i) an estimated balance sheet of the Company and Sea Coast (the "Estimated Aurora Closing Date Balance Sheet") as of 11:59 p.m. , together with worksheets and data that support the Estimated Closing Date Balance Sheet and any other information that Parent may reasonably request in order to verify the amounts reflected on the day immediately prior to Estimated Closing Date Balance Sheet. (b) As soon as practical after the Closing Date, (ii) a certificate which Parent shall set forth (A) a good faith estimate of (I) review the amount of Aurora Net Debt as of such time (the "Estimated Aurora Net Debt") and (II) Aurora Working Capital as of such time (the "Estimated Aurora Working Capital"), in each case prior to payment of Aurora Closing Expenses and (B) a good faith estimate of the Employee Expense Amount. The Estimated Aurora Date Balance Sheet shall be prepared by Aurora in accordance with GAAP consistently applied. (b) On applied and otherwise consistent with the second Business Day prior methodology used to prepare the Base Balance Sheet and make any adjustments necessary thereto, including, if necessary, to the determination of the Net Asset Position as of the Closing Date, CEH LLC consistent with the provisions of this Section 2.3 (the “Post-Closing Balance Sheet”). Parent shall, within twenty (20) days of the Closing Date, deliver the Post-Closing Balance Sheet to Xxxxxx X. Xxxxxxxxxx (the “Stockholders’ Representative”), together with worksheets which detail any adjustments and the basis thereof. The Post-Closing Balance Sheet, and the Net Asset Position at the Closing reflected thereon, shall deliver be binding upon the parties upon approval of such Post-Closing Balance Sheet by the Stockholders’ Representative. If the Stockholders’ Representative does not agree with the Post-Closing Balance Sheet and the calculation of the Net Asset Position at the Closing stated thereon, and Parent and the Stockholders’ Representative cannot mutually agree on the same, then within the later of (i) thirty (30) days after the Closing Date and (ii) ten (10) days following receipt by the Stockholders’ Representative of the Post-Closing Balance Sheet, Parent and the Stockholders’ Representative shall select a nationally recognized independent accounting firm mutually satisfactory to Parent and the Stockholders’ Representative to resolve such dispute (the “Neutral Auditor”). The Neutral Auditor shall review the Post-Closing Balance Sheet and, within ten (10) days of its appointment, shall make any adjustments necessary thereto, and, upon completion of such review, such Post-Closing Balance Sheet and the Net Asset Position at the Closing (the “Closing Net Asset Position”) as determined by the Neutral Auditor shall be binding upon the parties. If such a review is conducted, then the party (i.e., Parent, on the one hand, or the stockholders of the Company, on the other hand) whose last proposed offer for the settlement of the items in dispute, taken as a whole, was farther away from the final determination by the Neutral Auditor pursuant to the Company preceding sentence, shall pay all fees and the Designated Representative a certificate which shall set forth a good faith estimate expenses associated with such review (with any such stockholder obligation, if applicable, payable out of the Employee Expense NAP Escrow Amount (the "Estimated Employee Expense Amount"as defined in Section 3.1(a))). (c) As soon as practicable, but no later than ninety Within three (903) business days after following determination of the Closing DateNet Asset Position in accordance with Section 2.3(b), the Reorganized Company shall prepare and deliver to CEH LLC and the Designated Representative a balance sheet of the Company and Sea Coast as of 11:59 p.m. on the date immediately prior to the Closing Date which shall be audited by Ernst & Young LLP, together with the related audit report of such firm (the "Final Aurora Balance Sheet"). The Reorganized Company shall also deliver a certificate setting forth (i) its calculation of in the event the Closing Net Asset Position is less than zero dollars ($0), (A) up to the amount first $75,000 (less any amounts payable out of Aurora Net Debt as the NAP Escrow Amount pursuant to the last sentence of Section 2.3(b)) of the positive difference between such time (amounts shall be paid to Parent out of the "Actual Aurora Net Debt") NAP Escrow Account and (B) any portion of the amount positive difference between such amounts in excess of Aurora Working Capital $75,000 (less any amounts payable out of the NAP Escrow Amount pursuant to the last sentence of Section 2.3(b)) shall be paid by each stockholder of the Company to Parent, based on its pro rata share (as set forth opposite such stockholder’s name in column 6 of Exhibit A attached hereto) of such time (portion, provided that in no event shall the "Actual Aurora Working Capital"stockholders of the Company be liable to or obligated to pay Parent for any amount under this Section 2.3(c), together with any amount payable to the holders of Dissenting Shares under Section 3.2(c) below, in each case prior to payment excess of Aurora Closing Expenses the aggregate Merger Consideration, and (ii) its calculation in the event the Closing Net Asset Position is greater than zero dollars ($0), Parent shall pay to the Exchange Agent (as defined below) the difference between such amounts, and the Exchange Agent shall distribute such amount proportionally to the stockholders of the Employee Expense Amount Company based on each such stockholder’ pro rata share (the "Actual Employment Expense Amount"as set forth opposite such stockholder’s name in column 6 of Exhibit A attached hereto). The Final Aurora Balance Sheet All payments under this Section 2.3(c) shall be prepared made by wire transfer of immediately available funds or check. The difference between the Closing Net Asset Position and zero dollars ($0) is referred to herein as the “Net Asset Position Adjustment Amount.” Subject to any Reserved Receivables (as defined in accordance with this Agreement and GAAP consistently appliedSection 2.3(d) below), that may be in the NAP Escrow Amount, on the date of payment of the Net Asset Position Adjustment Amount, if any, to the extent there remains any portion of the NAP Escrow Amount, the Escrow Agent shall distribute such remaining portion to the stockholders of the Company based on each such stockholder’ pro rata share (as set forth opposite such stockholder’s name in column 6 of Exhibit A attached hereto). (d) If either CEH LLC or As used in this Section 2.3 “Net Asset Position” means Current Assets minus Liabilities; “Current Assets” means and includes all accounts receivable, cash, cash equivalents, prepaid expenses and all other current assets of the Designated Representative has Company, in each case as determined in accordance with GAAP, consistently applied, but does not include any objections accrued interest payable to the Final Aurora Balance SheetCompany pursuant to certain promissory notes made by officers of the Company as of February 14, 2004 in connection with the purchase by such officers of restricted shares of the capital stock of the Company or any accounts relating to non-cash amortization of up-front setup costs relating to the Company’s remote management customers; and “Liabilities” means and includes all accounts payable, accrued expenses, accrued but unpaid taxes, deferred revenue (only cost to fulfill deferred revenues for professional services contracts in process), indebtedness pursuant to that certain Loan and Security Agreement No. 4131, dated July 28, 2004, as amended, by and between Lighthouse Capital Partners V, L.P. (“Lighthouse”) and the Company (the “Credit Facility”), expected lease obligations relating to the second floor of the Company’s Waltham office space pursuant to the terms of that certain lease described on Schedule 4.11(a), net of $234,000, and all other current liabilities of the Company, in each case as determined in accordance with GAAP, consistently applied, but does not include any accounts relating to non-cash amortization for that portion of the Company’s business referred to as the “GLCC Business” and up-front setup fees relating to the Company’s remote management customers, or any calculations derived from liability relating to the Final Aurora Balance Sheet Oracle matter disclosed on Schedule 4.8 or the Actual Employee Expense AmountMaster Lease Agreement with Sun MicroSystems disclosed on Schedule 4.11. Further, it shall deliver a written statement describing its objections in reasonable detail to the other not later than thirty (30) Business Days after its receipt thereof. CEH LLC and the Designated Representative shall use reasonable best efforts to resolve any such objections themselves. If a final resolution of such objections is not made within ten (10) Business Days after receipt determining Current Assets, accounts receivable that have been disputed by the other party of customer and/or are over 90 days past due shall be included in the objecting party's written objections, CEH LLC and the Designated Representative shall submit the issue to an auditor calculation (the "Referee") for resolution. The Referee shall be the New York office of Deloitte & Touche“Reserved Receivables”); provided, that ifhowever, a reserve for any reason, at the time amount of such submission, Deloitte & Touche is unavailable to serve as the Referee or if Deloitte & Touche is not in a neutral and impartial position in relation to the parties as determined by Deloitte & Touche, CEH LLC and the Designated Representative Reserved Receivables shall have ten (10) Business Days be established from the time of such submission to agree on a substitute Referee. Failing timely agreement, on the request of either CEH LLC or the Designated Representative, the American Arbitration Association shall designate a national accounting firm to serve as the Referee. If issues in dispute are submitted to the Referee for resolution, CEH LLC and the Designated Representative shall furnish to the Referee such work papers and other documents and information relating to the disputed issues as the Referee may request, and shall be afforded the opportunity to present to the Referee any material relating to the resolution of the disputed items and to discuss the resolution of the disputed items with the Referee. The Referee shall be instructed in performing the review that CEH LLC and the Designated Representative shall each be provided with copies of any and all correspondence and drafts exchanged between either of them and the Referee. CEH LLC and the Designated Representative shall be granted reasonable access to information contained in the documents made available to the Referee by the other, provided that any information contained in the documents shall be kept confidential by the recipient party. (e) The Referee shall determine (and written notice thereof shall be given to CEH LLC and the Designated Representative) as promptly as practicable, but in any event within fifteen (15) Business Days of the date on which such dispute is referred to the Referee, based solely on presentations of CEH LLC and the Designated Representative and not by independent review, (i) whether the Final Aurora Balance Sheet (or any component thereof) and/or the Actual Employee Expense Amount was prepared in accordance with the terms of this Agreement and (ii) (only with respect to the disputed items submitted to the Referee) whether and to what extent (if any) the Actual Aurora Net Debt, Actual Aurora Working Capital or the Actual Employee Expense Amount requires adjustment. The Company shall bear the fees and expenses of the Referee. The determination of the Referee shall be final, conclusive and binding on the parties, and the Referee's determination of the Actual Aurora Net Debt, Actual Aurora Working Capital or the Actual Employee Expense Amount shall then be deemed to be the Actual Aurora Net Debt, Actual Aurora Working Capital and the Actual Employee Expense Amount for purposes of this Section 4.1. (f) CEH LLC will cause the Reorganized Company to make the work papers and back-up materials used in preparing the Final Aurora Balance Sheet and in determining the Actual Employee Expense NAP Escrow Amount, and the relevant books, records, and escrow agent shall pay to the financial staff stockholders of the Reorganized Company available based on each such stockholder’ pro rata share (as set forth opposite such stockholder’s name in column 6 of Exhibit A attached hereto) an amount equal to the Designated Representative and its Advisors during normal business hours and upon reasonable notice during (i) Reserved Receivable subsequently collected. If the review by the Designated Representative Reserved Receivables are not collected within a year of the Final Aurora Effective Date, the escrow agent shall pay such reserve to the Surviving Company. For purposes of clarity, both the Estimated Closing Date Balance Sheet and the determination Post-Closing Balance Sheet shall assume completion of the Actual Employee Expense Amount and (ii) transactions contemplated hereby. Additionally, for illustration purposes only, an example of the resolution by the parties calculation of any objections thereto.Net Asset Position is attached hereto as Exhibit B.

Adjustment to Merger Consideration. (a) On Attached hereto as Exhibit 3 is (i) a projected unaudited balance sheet of TARGET, which (A) gives effect to the fifth transactions contemplated hereby and other actions of TARGET contemplated herein, including, among other things, the receipt by TARGET of an additional $2,504,486 from the issuance of convertible promissory notes issued prior to the Closing, payment or adequate accrual of transaction expenses, settlement of or adequate accrual for the proceeding referenced in Section 4.15 of the TARGET Disclosure Letter, a $60,000 accrual for 2006 audit fees and all amounts owing to Comerica under that certain Amended and Restated Loan and Security Agreement referenced in Section 4.2 of the TARGET Disclosure Letter, and (5thB) Business Day preceding sets forth TARGET’s estimate of the Cash Ratio (the “Estimated Cash Ratio”) as of April 3, 2007 and (ii) a schedule of TARGET’s accounts receivable as of the date hereof other than accounts receivable pursuant to the terms and conditions of the Primo Contract (the “Other Accounts Receivable”). If the Closing shall not have been consummated on or prior to April 6, 2007, TARGET shall prepare and deliver to PURCHASER an updated projected unaudited balance sheet of TARGET as of the Closing Date, which (x) gives effect to the Company transactions contemplated hereby and other actions of TARGET contemplated in the projected balance sheet attached as Exhibit 3 and (y) sets forth an Estimated Cash Ratio updated as of the Closing Date. The balance sheet contemplated by this Section 3.10(a), as updated if applicable, shall be the “Pro Forma Balance Sheet.” (b) At PURCHASER’s option, within ninety-five (95) days following the Closing Date, if it so elects, PURCHASER shall prepare and deliver to CEH LLC and the Designated Representative Stockholders’ Agent (i) an estimated unaudited balance sheet (the “Final Balance Sheet”) of the Company and Sea Coast (the "Estimated Aurora Balance Sheet") Surviving Corporation as of 11:59 p.m. on the day immediately prior to the Closing Date, Adjustment Date and (ii) a certificate which shall set forth schedule of Other Accounts Receivable that have not been collected by TARGET or any PURCHASER Company on or before the ninetieth (A90th) a good faith estimate of (I) day following the amount of Aurora Net Debt as of such time Closing Date (the "Estimated Aurora Net Debt") and (II) Aurora Working Capital as of such time (the "Estimated Aurora Working Capital"“Uncollected Accounts Receivable”), in each case prior to payment of Aurora Closing Expenses and (B) a good faith estimate of the Employee Expense Amount. The Estimated Aurora Final Balance Sheet shall be substantially in the form of the Pro Forma Balance Sheet and shall be prepared by Aurora in accordance good faith and on a basis consistent with and utilizing the same GAAP consistently applied. (b) On compliant principles, practices and policies as those used in preparing the second Business Day prior to the Closing Date, CEH LLC shall deliver to the Company and the Designated Representative a certificate which Pro Forma Balance Sheet. The Final Balance Sheet shall set forth a good faith estimate the Cash Ratio as of the Employee Expense Amount Adjustment Date (the "Estimated Employee Expense Amount"“Final Cash Ratio”). The Stockholders’ Agent shall be given timely access to all supporting workpapers used in the preparation of the Final Balance Sheet and the schedule of Uncollected Accounts Receivable. (c) As soon as practicableThe Stockholders’ Agent may dispute any amounts reflected on the Final Balance Sheet or the calculation of the Final Cash Ratio or amounts reflected on the schedule of Uncollected Accounts Receivable by notifying PURCHASER in writing of each disputed item, but no later than ninety specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (9030) days after of PURCHASER’s delivery of the Closing DateFinal Balance Sheet and schedule of Uncollected Accounts Receivable pursuant to Section 3.10(b) hereof. If the Stockholders’ Agent delivers a notice of disagreement within such thirty (30)-day period, the Reorganized Company shall prepare Stockholders’ Agent and deliver PURCHASER shall, during the thirty (30) days following such delivery, each use good faith efforts to CEH LLC reach agreement on the disputed items or amounts in order to finally determine the Final Balance Sheet, Final Cash Ratio and/or Uncollected Accounts Receivable. If the Stockholders’ Agent and PURCHASER are unable to reach agreement concerning the Designated Representative a balance sheet Final Balance Sheet, Final Cash Ratio and/or Uncollected Accounts Receivable during such thirty (30)-day period, either PURCHASER or the Stockholders’ Agent may, by written notice to the other, demand arbitration of the Company matter in accordance with the procedures set forth in Section 12.6 hereof. (d) The Final Balance Sheet, Final Cash Ratio and Sea Coast as of 11:59 p.m. on the date immediately prior to the Closing Date which Uncollected Accounts Receivable shall be audited by Ernst & Young LLP, together with deemed conclusively determined for purposes of this Agreement upon the related audit report earlier to occur of such firm (the "Final Aurora Balance Sheet"). The Reorganized Company shall also deliver a certificate setting forth (i) its calculation the failure of the Stockholders’ Agent to notify PURCHASER of a dispute within thirty (30) days of PURCHASER’s delivery of the Final Balance Sheet and schedule of Uncollected Accounts Receivable as set forth in Section 3.10(c) hereof, (ii) the written resolution of all disputes pursuant to Section 3.10(c) hereof by PURCHASER and the Stockholders’ Agent, and (iii) the resolution of all disputes by the arbitrator pursuant to Section 12.6 hereof. Within three (3) business days of such conclusive determination: if (A) the amount of Aurora Net Debt as of such time (the "Actual Aurora Net Debt") and Final Cash Ratio is less than 2.30, and/or (B) the amount of Aurora Working Capital as of such time (the "Actual Aurora Working Capital")Uncollected Accounts Receivable exceeds the Established Reserve, then PURCHASER and the Stockholders’ Agent shall jointly instruct the Escrow Agent in each case prior writing to payment of Aurora Closing Expenses and (ii) its calculation of transfer from the Employee Expense Escrow Amount (the "Actual Employment Expense Amount"). The Final Aurora Balance Sheet shall be prepared in accordance with this Agreement and GAAP consistently applied. (d) If either CEH LLC or the Designated Representative has any objections to PURCHASER an amount equal to the Final Aurora Balance Sheet, or any calculations derived from the Final Aurora Balance Sheet or the Actual Employee Expense Adjustment Amount, it shall deliver a written statement describing its objections in reasonable detail to the other not later than thirty (30) Business Days after its receipt thereof. CEH LLC and the Designated Representative shall use reasonable best efforts to resolve any such objections themselves. If a final resolution of such objections is not made within ten (10) Business Days after receipt by the other party of the objecting party's written objections, CEH LLC and the Designated Representative shall submit the issue to an auditor (the "Referee") for resolution. The Referee shall be the New York office of Deloitte & Touche; provided, that if, for any reason, at the time of such submission, Deloitte & Touche is unavailable to serve as the Referee or if Deloitte & Touche is not in a neutral and impartial position in relation to the parties as determined by Deloitte & Touche, CEH LLC and the Designated Representative shall have ten (10) Business Days from the time of such submission to agree on a substitute Referee. Failing timely agreement, on the request of either CEH LLC or the Designated Representative, the American Arbitration Association shall designate a national accounting firm to serve as the Referee. If issues in dispute are submitted to the Referee for resolution, CEH LLC and the Designated Representative shall furnish to the Referee such work papers and other documents and information relating to the disputed issues as the Referee may request, and shall be afforded the opportunity to present to the Referee any material relating to the resolution of the disputed items and to discuss the resolution of the disputed items with the Referee. The Referee shall be instructed in performing the review that CEH LLC and the Designated Representative shall each be provided with copies of any and all correspondence and drafts exchanged between either of them and the Referee. CEH LLC and the Designated Representative shall be granted reasonable access to information contained in the documents made available to the Referee by the other, provided that any information contained in the documents shall be kept confidential by the recipient party. (e) The Referee shall determine (and written notice thereof shall be given to CEH LLC and the Designated Representative) as promptly as practicable, but in any event within fifteen (15) Business Days of the date on which such dispute is referred to the Referee, based solely on presentations of CEH LLC and the Designated Representative and not by independent review, (i) whether the Final Aurora Balance Sheet (or any component thereof) and/or the Actual Employee Expense Amount was prepared in accordance with the terms of this Agreement and (ii) (only with respect to the disputed items submitted to the Referee) whether and to what extent (if any) the Actual Aurora Net Debt, Actual Aurora Working Capital or the Actual Employee Expense Amount requires adjustment. The Company shall bear the fees and expenses of the Referee. The determination of the Referee shall be final, conclusive and binding on the parties, and the Referee's determination of the Actual Aurora Net Debt, Actual Aurora Working Capital or the Actual Employee Expense Amount shall then be deemed to be the Actual Aurora Net Debt, Actual Aurora Working Capital and the Actual Employee Expense Amount for purposes of this Section 4.1. (f) CEH LLC will cause the Reorganized Company to make the work papers and back-up materials used in preparing the Final Aurora Balance Sheet and in determining the Actual Employee Expense Amount, and the relevant books, records, and the financial staff of the Reorganized Company available to the Designated Representative and its Advisors during normal business hours and upon reasonable notice during (i) the review by the Designated Representative of the Final Aurora Balance Sheet and the determination of the Actual Employee Expense Amount and (ii) the resolution by the parties of any objections thereto.

Adjustment to Merger Consideration. (a) On The Cash Consideration will be adjusted, on a dollar-for-dollar basis, pursuant to and in accordance with Section 2.3(f) and 2.3(g) (the fifth (5th) Business Day preceding the Closing Date“Adjustment Amount”). At or before Closing, the Company Tempus shall deliver to CEH LLC and the Designated Representative QuadraMed (i) an estimated balance sheet of the Company and Sea Coast (the "Estimated Aurora Balance Sheet") as of 11:59 p.m. on the day immediately prior to the Closing Date, (ii) a certificate which shall set forth (A) a good faith estimate of (I) the amount of Aurora Net Debt as of such time (the "Estimated Aurora Net Debt") and (II) Aurora Working Capital as of such time (the "Estimated Aurora Working Capital"), in each case prior to payment of Aurora Closing Expenses and (B) a good faith estimate of the Employee Expense Amount. The Estimated Aurora Balance Sheet shall be prepared by Aurora in accordance with GAAP consistently applied. (b) On the second Business Day prior to the Closing Date, CEH LLC shall deliver to the Company and the Designated Representative a certificate which shall set forth a good faith estimate of the Employee Expense Amount (the "Estimated Employee Expense Amount"). (c) As soon as practicable, but no later than ninety (90) days after the Closing Date, the Reorganized Company shall prepare and deliver to CEH LLC and the Designated Representative a balance sheet of the Company and Sea Coast Tempus as of 11:59 p.m. on the date immediately prior to the Closing Date which shall be audited by Ernst & Young LLP, together with the related audit report of such firm (the "Final Aurora “Closing Balance Sheet"). The Reorganized Company shall also deliver a certificate setting forth (i) its calculation of (A) the amount of Aurora Net Debt as of such time (the "Actual Aurora Net Debt") and (B) the amount of Aurora Working Capital as of such time (the "Actual Aurora Working Capital"”), in each case prior to payment of Aurora Closing Expenses and (ii) its calculation of the Employee Expense Amount (the "Actual Employment Expense Amount"). The Final Aurora Balance Sheet which shall be prepared in accordance with this Agreement GAAP, and GAAP consistently appliedwhich will be reviewed by KPMG LLP in accordance with agreed upon procedures (which shall be reflected in a written report by KPMG LLP to be delivered no later than 45 days after the Closing Date), (ii) a statement of the calculation of Net Cash and Net Working Capital as of the Closing Date, as determined from the Closing Balance Sheet, and (iii) a statement of the calculation of the resulting Adjustment Amount, if any (collectively, the “Adjustment Documents”). (b) QuadraMed and the Shareholders’ Representative shall have full and complete access to the work papers, schedules or other documents prepared by or on behalf of Tempus in connection with the preparation of the Adjustment Documents. QuadraMed and the Shareholders’ Representative shall cooperate fully with respect to furnishing all information and documents reasonably requested in connection with the preparation of the Adjustment Documents. QuadraMed and Tempus acknowledge that they have consulted each other in connection with the preparation of the Adjustment Documents. (c) If QuadraMed disputes the correctness of the Adjustment Documents provided to QuadraMed, QuadraMed shall notify the Shareholders’ Representative in writing of its objections (the “Objection Notice”) within 30 days after its receipt of the Adjustment Documents. The Objection Notice shall describe, in reasonable detail, the reasons for QuadraMed’s objections. If QuadraMed fails to deliver an Objection Notice within such 30-day period, QuadraMed shall be deemed to have accepted the Adjustment Documents, which shall be final and binding on the parties. If, however, QuadraMed delivers an Objection Notice within such 30-day period, the Shareholders’ Representative and QuadraMed shall endeavor in good faith to resolve any disputed items within 30 days after the date of the Shareholders’ Representative’s receipt of the Objection Notice. If QuadraMed and the Shareholders’ Representative are unable to resolve any items in dispute relating to the Adjustment Documents within such 30-day period, QuadraMed and the Shareholders’ Representative shall submit the Objection Notice to an Accounting Firm mutually agreed upon by QuadraMed and the Shareholders’ Representative (or, if QuadraMed and the Shareholders’ Representative cannot agree on such an Accounting Firm, then each shall select an Accounting Firm and such Accounting Firms shall select a third Accounting Firm) (the Accounting Firm mutually agreed upon by the Shareholders’ Representative and QuadraMed or such other Accounting Firms being the “Independent Accounting Firm”) to resolve all items remaining in dispute, and the determination of the Independent Accounting Firm in respect of such items shall be conclusive and binding on the parties. The Independent Accounting Firm shall be instructed by the Shareholders’ Representative and QuadraMed to prepare and deliver, within 30 days after its appointment, to the Shareholders’ Representative and QuadraMed, after resolving any items in dispute between the Shareholders’ Representative and QuadraMed, a balance sheet of Tempus as of the Closing Date reflecting its resolution of all issues in dispute and a statement of the calculation of Net Working Capital and Net Cash as of the Closing Date determined therefrom. The Independent Accounting Firm shall have exclusive jurisdiction over, and resort to the Independent Accounting Firm shall be the sole recourse and remedy of the parties against one another or any other Person with respect to, any disputes arising out of or relating to the Closing Balance Sheet and the Final Closing Balance Sheet. The Independent Accounting Firm’s determination shall be conclusive and binding on all parties and shall be enforceable in a court of law. (d) If either CEH LLC or the Designated Representative has any objections to the Final Aurora The Closing Balance Sheet, or any calculations derived from the Final Aurora Balance Sheet or the Actual Employee Expense Amountas finally determined pursuant to Section 2.3(c) (whether by failure of QuadraMed to deliver an Objection Notice, it shall deliver a written statement describing its objections in reasonable detail to the other not later than thirty (30) Business Days after its receipt thereof. CEH LLC and the Designated Representative shall use reasonable best efforts to resolve any such objections themselves. If a final resolution of such objections is not made within ten (10) Business Days after receipt by the other party agreement of the objecting party's written objectionsShareholders’ Representative and QuadraMed, CEH LLC and or by the Designated Representative shall submit final determination of the issue to an auditor (the "Referee"Independent Accounting Firm) for resolution. The Referee shall be the New York office of Deloitte & Touche; provided, that if, for any reason, at the time of such submission, Deloitte & Touche is unavailable deemed to serve as the Referee or if Deloitte & Touche is not in a neutral and impartial position in relation to the parties as determined by Deloitte & Touche, CEH LLC and the Designated Representative shall have ten (10) Business Days from the time of such submission to agree on a substitute Referee. Failing timely agreement, on the request of either CEH LLC or the Designated Representative, the American Arbitration Association shall designate a national accounting firm to serve as the Referee. If issues in dispute are submitted to the Referee for resolution, CEH LLC and the Designated Representative shall furnish to the Referee such work papers and other documents and information relating to the disputed issues as the Referee may requestbe, and shall be afforded referred to herein, as the opportunity to present to the Referee any material relating to the resolution of the disputed items and to discuss the resolution of the disputed items with the Referee. The Referee shall be instructed in performing the review that CEH LLC and the Designated Representative shall each be provided with copies of any and all correspondence and drafts exchanged between either of them and the Referee. CEH LLC and the Designated Representative shall be granted reasonable access to information contained in the documents made available to the Referee by the other, provided that any information contained in the documents shall be kept confidential by the recipient party“Final Closing Balance Sheet.” (e) The Referee Shareholders shall bear, and be solely responsible for, all of the costs and expenses incurred by Tempus or the Shareholders (including the fees and costs of KPMG LLP and their other Representatives) in connection with the preparation of the Adjustment Documents. QuadraMed shall bear, and be responsible for, the costs and expenses incurred by QuadraMed (including the fees and expenses of its Representatives) in connection with its review of the Adjustment Documents. If the Independent Accounting Firm is engaged, the Independent Accounting Firm shall be instructed to allocate and account for its fees and out-of-pocket expenses as such fees and expenses relate to each of the disputed matters that are submitted to it for resolution. Promptly following the time that matters submitted to the Independent Accounting Firm have been resolved by the Independent Accounting Firm or have been settled among the parties, the Independent Accounting Firm shall determine (the manner in which its fees and written notice thereof shall expenses should be given to CEH LLC allocated and paid as between the Shareholders’ Representative and QuadraMed taking into account the relationship between the manner in which the disputed matters have been finally settled or resolved and the Designated Representative) as promptly as practicable, but in any event within fifteen (15) Business Days of the date on which such dispute is referred to the Referee, based solely on presentations of CEH LLC and the Designated Representative and not by independent review, (i) whether the Final Aurora Balance Sheet (or any component thereof) and/or the Actual Employee Expense Amount was prepared in accordance with the terms of this Agreement and (ii) (only position each party took initially with respect to the disputed items matters when the matters were originally submitted to the Referee) whether and to what extent (if any) the Actual Aurora Net Debt, Actual Aurora Working Capital or the Actual Employee Expense Amount requires adjustmentIndependent Accounting Firm for resolution. The Company Shareholders’ Representative and QuadraMed shall bear pay the fees and expenses of the Referee. The determination of Independent Accounting Firm in accordance with the Referee shall be final, conclusive and binding on manner in which they are allocated by the parties, and the Referee's determination of the Actual Aurora Net Debt, Actual Aurora Working Capital or the Actual Employee Expense Amount shall then be deemed to be the Actual Aurora Net Debt, Actual Aurora Working Capital and the Actual Employee Expense Amount for purposes of this Section 4.1Independent Accounting Firm. (f) CEH LLC will cause If Net Cash as of the Reorganized Company Closing Date is finally determined in accordance with this Section 2.3 to make be less than $500,000, each Shareholder shall be severally responsible for paying to QuadraMed such Shareholder’s Applicable Percentage of the work papers and back-up materials used amount by which Net Cash is less than $500,000. In addition, if Net Working Capital as of the Closing Date is finally determined in preparing accordance with this Section 2.3 to be less than $2,309,000 (assuming Net Cash equals $500,000), each Shareholder shall be severally responsible for paying to QuadraMed such Shareholder’s Applicable Percentage of the amount by which Net Working Capital is less than $2,309,000. The cash payment to QuadraMed with respect to each Shareholder’s Applicable Percentage of any Adjustment Amount shall be made first from such Shareholder’s Applicable Percentage of the Escrow Cash. If a Shareholder’s Applicable Percentage of Escrow Cash is insufficient to pay in full such Shareholder’s Applicable Percentage of any Adjustment Amount, such Shareholder shall be severally responsible (based on its Applicable Percentage) for the excess. In such case, each such Shareholder shall pay to QuadraMed its Applicable Percentage of such excess by certified check or wire transfer of immediately available funds within five days of the date on which the Final Aurora Closing Balance Sheet and in determining the Actual Employee Expense Amount, and the relevant books, records, and the financial staff has been finally determined. (g) If Net Cash as of the Reorganized Company Closing Date is finally determined in accordance with this Section 2.3 to be greater than $500,000, QuadraMed, within five days of the date on which the Final Closing Balance Sheet has been finally determined, shall pay to the Shareholder’s Representative an amount equal to the amount by which Net Cash is greater than $500,000 (the “Refund Amount”). The Shareholder’s Representative shall distribute the Refund Amount to the Shareholders (based on each Shareholder’s Applicable Percentage) within five days of the receipt from QuadraMed of the Refund Amount. (h) The provisions of this Section 2.3 shall not limit or modify any other rights or remedies available to the Designated Representative and its Advisors during normal business hours and upon reasonable notice during (i) the review by the Designated Representative of the Final Aurora Balance Sheet and the determination of the Actual Employee Expense parties pursuant to this Agreement, under law or at equity except that QuadraMed may not recover twice for an Adjustment Amount and (ii) an indemnity claim for the resolution by the parties of any objections theretosame matter.

Adjustment to Merger Consideration. (a) On the fifth (5th) Business Day preceding the Closing Date, the Company shall deliver to CEH LLC and the Designated Representative (i) an estimated Parent will prepare a pro-forma balance sheet of the Company and Sea Coast (the "Estimated Aurora Closing Balance Sheet") of the Company as of 11:59 p.m. on December 31, 2010, including a computation of stockholders' equity as of the day immediately prior to December 31, 2010. Parent will deliver the Closing Date, (ii) a certificate which shall set forth (A) a good faith estimate of (I) the amount of Aurora Net Debt as of such time (the "Estimated Aurora Net Debt") and (II) Aurora Working Capital as of such time (the "Estimated Aurora Working Capital"), in each case prior to payment of Aurora Closing Expenses and (B) a good faith estimate of the Employee Expense Amount. The Estimated Aurora Balance Sheet shall be prepared by Aurora in accordance with GAAP consistently applied. (b) On the second Business Day prior to the Closing Date, CEH LLC shall deliver to the Company and the Designated Representative a certificate which shall set forth a good faith estimate of the Employee Expense Amount (the "Estimated Employee Expense Amount"). (c) As soon as practicable, but no later than ninety (90) Stockholder within sixty days after the Closing Date, the Reorganized Company shall prepare and deliver to CEH LLC and the Designated Representative a balance sheet . If within thirtydays following delivery of the Company and Sea Coast as Closing Balance Sheet, Stockholder has not given Parent notice of 11:59 p.m. on the date immediately prior his objection to the Closing Date which shall Balance Sheet (such notice must contain a statement of the basis of Stockholder's objection), then the stockholders' equity reflected in the Closing Balance Sheet will be audited by Ernst & Young used in computing the Adjustment Amount. If Stockholder gives such notice of objection, then the issues in dispute will be submitted to Xxxxxx LLP, together with the related audit report of such firm certified public accountants (the "Final Aurora Balance Sheet"). The Reorganized Company shall also deliver a certificate setting forth (i) its calculation of (A) the amount of Aurora Net Debt as of such time (the "Actual Aurora Net Debt") and (B) the amount of Aurora Working Capital as of such time (the "Actual Aurora Working CapitalAccountants"), in each case prior to payment of Aurora Closing Expenses and (ii) its calculation of the Employee Expense Amount (the "Actual Employment Expense Amount"). The Final Aurora Balance Sheet shall be prepared in accordance with this Agreement and GAAP consistently applied. (d) If either CEH LLC or the Designated Representative has any objections to the Final Aurora Balance Sheet, or any calculations derived from the Final Aurora Balance Sheet or the Actual Employee Expense Amount, it shall deliver a written statement describing its objections in reasonable detail to the other not later than thirty (30) Business Days after its receipt thereof. CEH LLC and the Designated Representative shall use reasonable best efforts to resolve any such objections themselves. If a final resolution of such objections is not made within ten (10) Business Days after receipt by the other party of the objecting party's written objections, CEH LLC and the Designated Representative shall submit the issue to an auditor (the "Referee") for resolution. The Referee shall be the New York office of Deloitte & Touche; provided, that if, for any reason, at the time of such submission, Deloitte & Touche is unavailable to serve as the Referee or if Deloitte & Touche is not in a neutral and impartial position in relation to the parties as determined by Deloitte & Touche, CEH LLC and the Designated Representative shall have ten (10) Business Days from the time of such submission to agree on a substitute Referee. Failing timely agreement, on the request of either CEH LLC or the Designated Representative, the American Arbitration Association shall designate a national accounting firm to serve as the Referee. If issues in dispute are submitted to the Referee Accountants for resolution, CEH LLC and the Designated Representative shall (i) each Party will furnish to the Referee Accountants such work papers workpapers and other documents and information relating to the disputed issues as the Referee Accountants may requestrequest and are available to that Party (or its independent public accountants), and shall will be afforded the opportunity to present to the Referee Accountants any material relating to the resolution of the disputed items determination and to discuss the resolution of the disputed items determination with the Referee. The Referee shall be instructed in performing the review that CEH LLC and the Designated Representative shall each be provided with copies of any and all correspondence and drafts exchanged between either of them and the Referee. CEH LLC and the Designated Representative shall be granted reasonable access to information contained in the documents made available to the Referee by the other, provided that any information contained in the documents shall be kept confidential by the recipient party. (e) The Referee shall determine (and written notice thereof shall be given to CEH LLC and the Designated Representative) as promptly as practicable, but in any event within fifteen (15) Business Days of the date on which such dispute is referred to the Referee, based solely on presentations of CEH LLC and the Designated Representative and not by independent review, (i) whether the Final Aurora Balance Sheet (or any component thereof) and/or the Actual Employee Expense Amount was prepared in accordance with the terms of this Agreement and (ii) (only with respect to the disputed items submitted to the Referee) whether and to what extent (if any) the Actual Aurora Net Debt, Actual Aurora Working Capital or the Actual Employee Expense Amount requires adjustment. The Company shall bear the fees and expenses of the Referee. The determination of the Referee shall be final, conclusive and binding on the parties, and the Referee's determination of the Actual Aurora Net Debt, Actual Aurora Working Capital or the Actual Employee Expense Amount shall then be deemed to be the Actual Aurora Net Debt, Actual Aurora Working Capital and the Actual Employee Expense Amount for purposes of this Section 4.1. (f) CEH LLC will cause the Reorganized Company to make the work papers and back-up materials used in preparing the Final Aurora Balance Sheet and in determining the Actual Employee Expense Amount, and the relevant books, records, and the financial staff of the Reorganized Company available to the Designated Representative and its Advisors during normal business hours and upon reasonable notice during (i) the review by the Designated Representative of the Final Aurora Balance Sheet and the determination of the Actual Employee Expense Amount and Accountants; (ii) the resolution determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Parent and Stockholder will each bear 50% of any objections theretothe fees of the Accountants for such determination. (b) On the third Business Day following the final determination of the Adjustment Amount (i) if there is a Negative Adjustment Amount, Stockholder shall pay the amount thereof to Parent in cash in immediately available funds, or (ii) if there is a Positive Adjustment Amount, Parent shall issue to Stockholder additional unregistered shares of Parent Common Stock having an aggregate value, based on the Agreed Parent Share Valuation, equal to such Positive Adjustment Amount.

Adjustment to Merger Consideration. (a) On If any of the fifth (5th) Business Day preceding Initial Cash Merger Consideration Inputs in the Closing DateStatement are different than the Initial Cash Merger Consideration Inputs in the Closing Notice, the Company shall deliver to CEH LLC and the Designated Representative (i) an estimated balance sheet of the Company and Sea Coast (the "Estimated Aurora Balance Sheet") as of 11:59 p.m. on the day immediately prior then corresponding adjustments will be made to the Closing Date, (ii) a certificate which shall set forth (A) a good faith estimate of (I) the amount of Aurora Net Debt as of such time (the "Estimated Aurora Net Debt") and (II) Aurora Working Capital as of such time (the "Estimated Aurora Working Capital"), in each case prior to payment of Aurora Closing Expenses and (B) a good faith estimate of the Employee Expense AmountMerger Consideration. The Estimated Aurora Balance Sheet shall be prepared resulting net payment (if any) owed by Aurora in accordance with GAAP consistently applied. (b) On the second Business Day prior to the Closing Date, CEH LLC shall deliver Parent to the Company and Holders (for a positive net adjustment to the Designated Representative a certificate which shall set forth a good faith estimate of Merger Consideration), on the Employee Expense Amount (the "Estimated Employee Expense Amount"). (c) As soon as practicableone hand, but no later than ninety (90) days after the Closing Date, the Reorganized Company shall prepare and deliver to CEH LLC and the Designated Representative a balance sheet of or the Company and Sea Coast as of 11:59 p.m. Holders to Parent (for a negative net adjustment to the Merger Consideration), on the date immediately prior other hand, is referred to herein as the “True-Up Payment.” The True-Up Payment shall be treated as an adjustment to the Closing Date which Merger Consideration for Tax purposes to the greatest extent permitted by law. The True-Up Payment shall be audited by Ernst & Young LLP, together with the related audit report of such firm made within five (the "Final Aurora Balance Sheet"). The Reorganized Company shall also deliver a certificate setting forth (i) its calculation of (A) the amount of Aurora Net Debt as of such time (the "Actual Aurora Net Debt") and (B) the amount of Aurora Working Capital as of such time (the "Actual Aurora Working Capital"), in each case prior to payment of Aurora Closing Expenses and (ii) its calculation of the Employee Expense Amount (the "Actual Employment Expense Amount"). The Final Aurora Balance Sheet shall be prepared in accordance with this Agreement and GAAP consistently applied. (d) If either CEH LLC or the Designated Representative has any objections to the Final Aurora Balance Sheet, or any calculations derived from the Final Aurora Balance Sheet or the Actual Employee Expense Amount, it shall deliver a written statement describing its objections in reasonable detail to the other not later than thirty (305) Business Days after its receipt thereof. CEH LLC and the Designated determination of the Closing Statement. (i) For any True-Up Payment owed by the Company Holders, the Stockholders’ Representative shall use reasonable best efforts cause the Escrow Agent to resolve any release to Parent from the Escrow Fund (including from the Closing Adjustment Escrow Amount, and, if necessary, from the Escrow Amount) an amount equal to the True-Up Payment in immediately available funds by wire transfer to such objections themselves. If a final resolution of such objections is not made within ten (10) Business Days after receipt bank account as Parent may specify; provided that no True-Up Payment shall be paid by the other party of the objecting party's written objections, CEH LLC and the Designated Representative shall submit the issue to an auditor (the "Referee") for resolution. The Referee shall be the New York office of Deloitte & ToucheCompany Holders if such payment is less than $40,000; provided, that iffurther, for that, if the True-Up Payment exceeds $40,000, any reason, at True-Up Payment from the time Closing Adjustment Escrow Amount and from the Escrow Amount will be without deduction of such submission, Deloitte & Touche is unavailable to serve as the Referee or if Deloitte & Touche is not in a neutral and impartial position in relation to the parties as determined by Deloitte & Touche, CEH LLC and the Designated Representative shall have ten (10) Business Days from the time of such submission to agree on a substitute Referee. Failing timely agreement, on the request of either CEH LLC or the Designated Representative, the American Arbitration Association shall designate a national accounting firm to serve as the Referee. If issues in dispute are submitted to the Referee for resolution, CEH LLC and the Designated Representative shall furnish to the Referee such work papers and other documents and information relating to the disputed issues as the Referee may request, and shall be afforded the opportunity to present to the Referee any material relating to the resolution of the disputed items and to discuss the resolution of the disputed items with the Referee. The Referee shall be instructed in performing the review that CEH LLC and the Designated Representative shall each be provided with copies of any and all correspondence and drafts exchanged between either of them and the Referee. CEH LLC and the Designated Representative shall be granted reasonable access to information contained in the documents made available to the Referee by the other, provided that any information contained in the documents shall be kept confidential by the recipient partythreshold amount. (eii) The Referee shall determine (and written notice thereof shall be given If no True-Up Payment is owed by the Company Holders pursuant to CEH LLC and this Section 2.14(e) or the Designated Representative) as promptly as practicable, but in any event within fifteen (15) Business Days amount of the date on which such dispute True-Up Payment owed by the Company Holders is referred less than the Closing Adjustment Escrow Amount, then Parent shall cause the Escrow Agent to release, to the Refereeextent such amount is then available in the Escrow Fund, based solely on presentations of CEH LLC and the Designated Representative and not by independent review, (i) whether the Final Aurora Balance Sheet (or any component thereof) and/or the Actual Employee Expense Amount was prepared in accordance with the terms of this Agreement and (ii) (only with respect to the disputed items submitted to the Referee) whether and to what extent (if any) the Actual Aurora Net Debt, Actual Aurora Working Capital or the Actual Employee Expense Amount requires adjustment. The Company shall bear the fees and expenses of the Referee. The determination of the Referee shall be final, conclusive and binding on the parties, and the Referee's determination of the Actual Aurora Net Debt, Actual Aurora Working Capital or the Actual Employee Expense Amount shall then be deemed to be the Actual Aurora Net Debt, Actual Aurora Working Capital and the Actual Employee Expense Amount for purposes of this Section 4.1. (f) CEH LLC will cause the Reorganized Company to make the work papers and back-up materials used in preparing the Final Aurora Balance Sheet and in determining the Actual Employee Expense Amount, and the relevant books, records, and the financial staff of the Reorganized Company available to the Designated Representative and its Advisors during normal business hours and upon reasonable notice during difference between (i) the review by the Designated Representative of the Final Aurora Balance Sheet and the determination of the Actual Employee Expense Closing Adjustment Escrow Amount and (ii) the resolution True-Up Payment owed by the parties Company Holders, if any, in immediately available funds by a single wire transfer, as directed by the Stockholders’ Representative on behalf of the Company Holders. Payments to the Company Holders, as directed by the Stockholders’ Representative pursuant to this Section 2.14(e)(ii), shall be made in proportion to each Company Holder’s respective Pro Rata Portion, with each amount rounded down to the nearest whole cent ($0.01). (iii) For any objections theretoTrue-Up Payment owed by Parent or the Surviving Corporation, Parent shall pay an amount equal to the True-Up Payment in immediately available funds by a single wire transfer, as directed by the Stockholders’ Representative on behalf of the Company Holders. Payments to the Company Holders by the Surviving Corporation or as directed by the Stockholders’ Representative pursuant to this Section 2.14(e)(iii) shall be made in proportion to each Company Holder’s respective Pro Rata Portion, with each amount rounded down to the nearest whole cent ($0.01).

Adjustment to Merger Consideration. (a) On After the fifth (5th) Business Day preceding the Closing DateClosing, the Company Merger Consideration shall deliver to CEH LLC and the Designated Representative be (i) an estimated balance sheet reduced to the extent the Estimated Closing Date Net Working Capital exceeds the actual Closing Date Net Working Capital, or (ii) increased to the extent the actual Closing Date Net Working Capital exceeds the Estimated Closing Date Net Working Capital. The net reduction in or addition to the Merger Consideration referred to in the preceding sentence is hereafter referred to as the “Post-Closing Reduction” or “Post-Closing Addition,” respectively. After the calculation of the Company Closing Date Net Working Capital becomes final and Sea Coast binding upon the parties in accordance with the provisions of Sections 2.07(b)-(e), then, within five (5) Business Days following such calculation: (i) if any Post-Closing Reduction is required, then (A) if the "Estimated Aurora Balance Sheet"Post-Closing Reduction is less than the Working Capital Escrow Amount, Buyer and the Shareholders Representative shall promptly instruct the Escrow Agent to immediately deliver, by wire transfer of immediately available funds from the Working Capital Escrow Amount: (I) as of 11:59 p.m. on to an account previously designated in writing by Buyer the day immediately prior Post-Closing Reduction; and (II) to the Paying Agent, for distribution to the Closing DateCommon Shareholders on a Pro Rata basis, an amount equal to the Working Capital Escrow Amount minus the Post-Closing Reduction; (iiB) a certificate which if the Post-Closing Reduction is equal to the Working Capital Escrow Amount, Buyer and the Shareholders Representative shall set forth promptly instruct the Escrow Agent to immediately deliver, by wire transfer of immediately available funds from the Working Capital Escrow Amount to an account previously designated in writing by Buyer the Post-Closing Reduction; or (AC) a good faith estimate if the Post-Closing Reduction is greater than the Working Capital Escrow Amount, Buyer and the Shareholders Representative shall promptly instruct the Escrow Agent to immediately deliver, by wire transfer of immediately available funds to an account previously designated in writing by Buyer (I) the amount of Aurora Net Debt as of such time (the "Estimated Aurora Net Debt") Working Capital Escrow Amount, and (II) Aurora Working Capital as of from the General Escrow Amount, the Excess Reduction Amount; and (ii) if any Post-Closing Addition is required, (A) Buyer shall promptly deliver such time (Post-Closing Addition in immediately available funds by wire transfer to the "Estimated Aurora Working Capital")Paying Agent for distribution to the Closing Common Shareholders, in each case prior to payment of Aurora Closing Expenses on a Pro Rata basis; and (B) Buyer and the Shareholders Representative shall promptly instruct the Escrow Agent to immediately deliver to the Paying Agent, for distribution to the Closing Common Shareholders on a good faith estimate of Pro Rata basis, the Employee Expense Amount. The Estimated Aurora Balance Sheet shall be prepared Working Capital Escrow Amount in immediately available funds by Aurora in accordance with GAAP consistently appliedwire transfer. (b) On the second Business Day prior to As soon as practicable after the Closing Date, CEH LLC shall deliver to the Company and the Designated Representative a certificate which shall set forth a good faith estimate of the Employee Expense Amount (the "Estimated Employee Expense Amount"). (c) As soon as practicable, but no later than ninety sixty (9060) days after the Closing Date, the Reorganized Company Buyer shall prepare and deliver to CEH LLC and the Designated Shareholders Representative the draft closing statement (the “Proposed Final Closing Statement”), which shall include a balance sheet good faith calculation of the Company and Sea Coast as of 11:59 p.m. on the date immediately prior to the Closing Date Net Working Capital and the Post-Closing Addition or Post-Closing Reduction, if any, along with reasonable supporting documentation used in the preparation of the Proposed Final Closing Statement (it being understood that the Proposed Final Closing Statement shall reflect each Tax charge, Tax expense or other Tax accrual or Tax item as a separate line item on the face of the Proposed Final Closing Statement). (c) The Shareholders Representative shall have thirty (30) days following receipt of the Proposed Final Closing Statement during which to notify Buyer of any dispute of any item contained in the Proposed Final Closing Statement, which notice shall set forth in reasonable detail the basis for such dispute (the “Notice of Disagreement”). At any time within such thirty (30) day period, the Shareholders Representative shall be audited by Ernst & Young LLPentitled to agree with any or all of the items set forth in the Proposed Final Closing Statement. For purposes of evaluating the Proposed Final Closing Statement, together Buyer and the Surviving Corporation shall make available or provide reasonable access to the Shareholders Representative and its accountants and other representatives, upon advance notice and during normal business hours, all information, records, data and working papers created or used in connection with the related audit report of such firm (the "Final Aurora Balance Sheet"). The Reorganized Company shall also deliver a certificate setting forth (i) its calculation of (A) the amount of Aurora Net Debt as of such time (the "Actual Aurora Net Debt") and (B) the amount of Aurora Working Capital as of such time (the "Actual Aurora Working Capital"), in each case prior to payment of Aurora Closing Expenses and (ii) its calculation preparation of the Employee Expense Amount (Proposed Final Closing Statement; and shall permit reasonable access, upon advance notice and during normal business hours, to the "Actual Employment Expense Amount"). The Surviving Corporation and its Subsidiaries’ facilities and personnel, as may be reasonably required for the Shareholders Representative to analyze the Proposed Final Aurora Balance Sheet shall be prepared in accordance with this Agreement Closing Statement and GAAP consistently appliedany issues relating thereto and to prepare any submissions to the Accounting Firm. (d) If either CEH LLC or the Designated Shareholders Representative has does not notify Buyer of any objections to the Final Aurora Balance Sheet, or any calculations derived from the Final Aurora Balance Sheet or the Actual Employee Expense Amount, it shall deliver a written statement describing its objections in reasonable detail to the other not later than such dispute within such thirty (30) Business Days after day period, or notifies Buyer of its receipt thereof. CEH LLC and agreement with the Designated Representative shall use reasonable best efforts adjustments in the Proposed Final Closing Statement prior to resolve any such objections themselves. If a final resolution of such objections is not made within ten (10) Business Days after receipt by the other party expiration of the objecting party's written objectionsthirty (30) day period, CEH LLC and the Designated Representative shall submit the issue to an auditor (the "Referee") for resolution. The Referee Proposed Final Closing Statement prepared by Buyer shall be deemed to be the New York office of Deloitte & Touche; provided, that if, for any reason, at the time of such submission, Deloitte & Touche is unavailable to serve as the Referee or if Deloitte & Touche is not in a neutral “Final Closing Statement,” and impartial position in relation to the parties as determined by Deloitte & Touche, CEH LLC and the Designated Representative shall have ten (10) Business Days from the time of such submission to agree on a substitute Referee. Failing timely agreement, on the request of either CEH LLC or the Designated Representative, the American Arbitration Association shall designate a national accounting firm to serve as the Referee. If issues in dispute are submitted to the Referee for resolution, CEH LLC and the Designated Representative shall furnish to the Referee such work papers and other documents and information relating to the disputed issues as the Referee may request, and shall be afforded the opportunity to present to the Referee any material relating to the resolution of the disputed items and to discuss the resolution of the disputed items with the Referee. The Referee shall be instructed in performing the review that CEH LLC and the Designated Representative shall each be provided with copies of any and all correspondence and drafts exchanged between either of them and the Referee. CEH LLC and the Designated Representative shall be granted reasonable access to information contained in the documents made available to the Referee by the other, provided that any information contained in the documents shall be kept confidential by the recipient party. (e) The Referee shall determine (and written notice thereof shall be given to CEH LLC and the Designated Representative) as promptly as practicable, but in any event within fifteen (15) Business Days of the date on which such dispute is referred to the Referee, based solely on presentations of CEH LLC and the Designated Representative and not by independent review, (i) whether the Final Aurora Balance Sheet (or any component thereof) and/or the Actual Employee Expense Amount was prepared in accordance with the terms of this Agreement and (ii) (only with respect to the disputed items submitted to the Referee) whether and to what extent (if any) the Actual Aurora Net Debt, Actual Aurora Working Capital or the Actual Employee Expense Amount requires adjustment. The Company shall bear the fees and expenses of the Referee. The determination of the Referee shall be final, conclusive and binding on the parties, and the Referee's determination all of the Actual Aurora Net Debt, Actual Aurora Working Capital or the Actual Employee Expense Amount shall then be deemed to be the Actual Aurora Net Debt, Actual Aurora Working Capital and the Actual Employee Expense Amount for purposes of this Section 4.1Parties. (fe) CEH LLC will cause If the Reorganized Company to make the work papers and back-up materials used in preparing Shareholders Representative does notify Buyer of any such dispute within such thirty (30) day period, the Final Aurora Balance Sheet and in determining the Actual Employee Expense Amount, and the relevant books, records, and the financial staff of the Reorganized Company available to the Designated Representative and its Advisors during normal business hours and upon reasonable notice during Closing Statement shall be resolved as follows: (i) the review by the Designated Representative of the Final Aurora Balance Sheet Buyer and the determination of the Actual Employee Expense Amount Shareholders Representative shall (i) cooperate in good faith to resolve any such dispute as promptly as possible and (ii) promptly instruct the resolution Escrow Agent in writing to deliver, within two (2) Business Days, by wire transfer of immediately available funds from the parties Working Capital Escrow Amount to the Paying Agent, for distribution to the Closing Common Shareholders on a Pro Rata basis, such amount of the Working Capital Escrow Amount that is not subject to any objections theretosuch dispute. (ii) In the event Buyer and the Shareholders Representative are unable to resolve any such dispute within thirty (30) days (or such longer period as Buyer and the Shareholders Representative shall mutually agree in writing) of Buyer’s receipt of the Notice of Disagreement, such dispute and each party’s work papers related thereto shall be submitted to and resolved in accordance with this Section 2.07(e)(ii)

Adjustment to Merger Consideration. (a) On At the fifth (5th) Business Day preceding the Closing DateClosing, the Company shall deliver to CEH LLC $1,125,000 in cash and the Designated Representative (i) an estimated balance sheet 16,436 shares of the Company Purchaser Series D Stock, which shares are included in the aggregate number of shares described in Section 2.6(b)(ii), and Sea Coast which cash and shares otherwise would be deliverable as provided in Section 2.6(b) (such cash and shares together representing $2,500,000) shall be deposited into an escrow account pursuant to the Escrow Agreement attached as EXHIBIT D (the "Estimated Aurora Balance SheetEscrow Agreement") as ). As provided in the Escrow Agreement, a portion of 11:59 p.m. on the day immediately prior cash and Purchaser Series D Stock held pursuant to the Closing DateEscrow Agreement shall be returned to Purchaser, and in the case of Purchaser Series D Stock cancelled, as appropriate to account for (ii) a certificate which shall set forth (A) a good faith estimate of (Ii) the amount of Aurora Net Debt as of such time (the "Estimated Aurora Net Debt"any post-closing adjustment pursuant to Section 2.9(b) below and (IIii) Aurora Working Capital as amounts covered by the indemnity provisions of such time (the "Estimated Aurora Working Capital"), in each case prior to payment of Aurora Closing Expenses and (B) a good faith estimate of the Employee Expense Amount. The Estimated Aurora Balance Sheet shall be prepared by Aurora in accordance with GAAP consistently appliedSection 10 below. (b) On the second Business Day prior to the Closing DateNet Working Capital and Merger Consideration Adjustment. As of December 31, CEH LLC shall deliver to the Company and the Designated Representative a certificate which shall set forth a good faith estimate of the Employee Expense Amount (the "Estimated Employee Expense Amount"). (c) As soon as practicable, but no later than ninety (90) days after the Closing Date1999, the Reorganized Company shall prepare and deliver to CEH LLC and the Designated Representative a balance sheet Net Working Capital of the Company and Sea Coast was $1,760,038. After the Closing, there shall be a final determination of Net Working Capital as of 11:59 p.m. on the date immediately prior to the Closing Date which shall be audited by Ernst & Young LLP, together with the related audit report of such firm Effective Time (the "Final Aurora Balance SheetNet Working Capital"). The Reorganized Company shall also deliver a certificate setting forth ) as follows: (i) its calculation Within 60 days following the date of Closing, Purchaser shall deliver to Sellers' Representative (A) a consolidated balance sheet reflecting the amount assets and liabilities of Aurora Net Debt the Company as of such time the Effective Time (the "Actual Aurora Net DebtClosing Balance Sheet") and (B) the amount of Aurora Working Capital as of such time (work papers supporting the "Actual Aurora Working Capital"), in each case prior to payment of Aurora Closing Expenses and (ii) its calculation of the Employee Expense Amount (the "Actual Employment Expense Amount")Balance Sheet. The Final Aurora Closing Balance Sheet shall be prepared in accordance with this Agreement and GAAP consistently appliedapplied on a consistent basis. In addition, Purchaser shall deliver to Sellers' Representative, along with the Closing Balance Sheet, a calculation of the Final Net Working Capital, based on the information contained in the Closing Balance Sheet (the "Purchaser's Proposed Final Net Working Capital"). (dii) If either CEH LLC or the Designated Sellers' Representative has any objections to the Final Aurora Balance Sheet, or any calculations derived from the Final Aurora Balance Sheet or the Actual Employee Expense Amount, it shall deliver a written statement describing its objections in reasonable detail to the other not later than have thirty (30) Business Days after its days from receipt thereof. CEH LLC and the Designated Representative shall use reasonable best efforts to resolve any such objections themselves. If a final resolution of such objections is not made within ten (10) Business Days after receipt by the other party of the objecting party's written objections, CEH LLC and the Designated Representative shall submit the issue to an auditor Closing Balance Sheet (the "RefereeVerification Period") for resolutionto verify Purchaser's Proposed Final Net Working Capital. Any disagreements as to the Closing Balance Sheet or Purchaser's Proposed Final Net Working Capital shall be described in a written notice to Purchaser within the Verification Period (an "Adjustment Notice"), setting forth (A) Sellers' Representative's objections to Purchaser's Proposed Final Net Working Capital, (B) Sellers' Representative's determination of the Closing Balance Sheet and (C) Sellers' Representative's proposed calculation of the Final Net Working Capital. If Sellers' Representative does not deliver an Adjustment Notice to Buyer within the Verification Period, the Closing Balance Sheet shall be deemed final and binding on all parties and the Final Net Working Capital shall be equal to Purchaser's Proposed Final Net Working Capital. The Referee Merger Consideration shall then be subject to potential adjustment in accordance with subparagraph (iv) below. (iii) If Sellers' Representative delivers an Adjustment Notice and Purchaser and Sellers' Representative are unable to agree upon the New York office amount of Deloitte & Touche; provided, that if, for any reason, at adjustment to the time Merger Consideration within fifteen (15) days after delivery of such submissionAdjustment Notice, Deloitte & Touche is unavailable to serve as the Referee or if Deloitte & Touche is not in then a neutral and impartial position in relation to the parties as determined by Deloitte & Touche, CEH LLC and the Designated Representative shall have ten (10) Business Days from the time of such submission to agree on a substitute Referee. Failing timely agreement, on the request of either CEH LLC or the Designated Representative, the American Arbitration Association shall designate a national nationally recognized independent public accounting firm to serve as be mutually agreed upon by Purchaser and Sellers' Representative (the Referee. If issues "Auditor") shall be requested to conduct a review and determine any amounts in dispute are submitted to between the Referee for resolution, CEH LLC and the Designated Representative shall furnish to the Referee such work papers and other documents and information parties relating to the disputed issues as the Referee may request, and shall be afforded the opportunity to present to the Referee any material relating to the resolution calculation of the disputed items and to discuss the resolution of the disputed items with the RefereeFinal Net Working Capital. The Referee Auditor shall be instructed in performing the review that CEH LLC Purchaser and the Designated 13 18 Sellers' Representative shall each be provided with copies of any and all correspondence and drafts exchanged between either of them distributed to any party and that the Refereereview shall be done as soon as is practicable. CEH LLC Purchaser and the Designated Sellers' Representative shall be granted reasonable access to information contained in the all documents made available to the Referee Auditor by the otherother party, provided that any information contained in the documents shall be kept confidential by subject to the recipient party. confidentiality provisions set forth in this Agreement. Prior to the Auditor's issuance of its final determination, Purchaser and Sellers' Representative shall have the opportunity to provide the Auditor with input and any additional information that they deem relevant, provided that the Auditor shall not be required to use any such input or information in connection with its review and determination. The Auditor shall promptly deliver copies of its report to Purchaser and Sellers' Representative, setting forth its determination of any amount due between the parties relating to the calculation of the Final Net Working Capital (e) the "Auditor's Report"). The Referee shall determine (Auditor's Report will be conclusive and written notice thereof binding upon all parties to this Agreement; the Final Net Working Capital shall be given to CEH LLC calculated based on the determinations set forth in the Auditor's Report; and the Designated Representative) as promptly as practicable, but in any event within fifteen (15) Business Days of the date on which such dispute is referred Merger Consideration shall then be subject to the Referee, based solely on presentations of CEH LLC and the Designated Representative and not by independent review, (i) whether the Final Aurora Balance Sheet (or any component thereof) and/or the Actual Employee Expense Amount was prepared potential adjustment in accordance with subparagraph (iv) below. Fifty percent of the terms of this Agreement and (ii) (only with respect to the disputed items submitted to the Referee) whether and to what extent (if any) the Actual Aurora Net Debt, Actual Aurora Working Capital or the Actual Employee Expense Amount requires adjustment. The Company shall bear the fees costs and expenses of the Referee. The determination of Auditor and the Referee Auditor's Report contemplated by this paragraph shall be final, conclusive and binding on the partiesborne by Sellers, and the Referee's determination remainder shall be borne by Purchaser. (iv) Adjustments to the Merger Consideration shall be made as set forth below, and any payments due under this Section 2.9(b)(iv) shall be made on the later of (X) thirty (30) days after the end of the Actual Aurora Verification Period or (Y) in the event of delivery of an Adjustment Notice, thirty (30) days after the delivery of the Auditor's Report. (A) in the event the Final Net Debt, Actual Aurora Working Capital is greater than zero but less than $500,000 (in each case less the principal amount of the Redemption Notes outstanding immediately prior to the Closing), no adjustment shall be made; (B) in the event the Final Net Working Capital is less than zero (less the principal amount of the Redemption Notes outstanding at or following the Actual Employee Expense Amount Closing), Sellers shall then be deemed deliver to be Purchaser in immediately available funds an amount equal to the Actual Aurora difference between zero (less the principal amount of the Redemption Notes outstanding immediately prior to the Closing) and the Final Net DebtWorking Capital; and (C) in the event the Final Net Working Capital is greater than $500,000 (less the principal amount of the Redemption Notes outstanding immediately prior to the Closing), Actual Aurora Purchaser shall deliver to Sellers in immediately available funds pro rata in accordance with their Percentage Interest an amount equal to the difference between the Final Net Working Capital and $500,000 (less the Actual Employee Expense Amount for purposes of this Section 4.1. (f) CEH LLC will cause the Reorganized Company to make the work papers and back-up materials used in preparing the Final Aurora Balance Sheet and in determining the Actual Employee Expense Amount, and the relevant books, records, and the financial staff principal amount of the Reorganized Company available Redemption Notes outstanding immediately prior to the Designated Representative and its Advisors during normal business hours and upon reasonable notice during (i) the review by the Designated Representative of the Final Aurora Balance Sheet and the determination of the Actual Employee Expense Amount and (ii) the resolution by the parties of any objections theretoClosing).

Adjustment to Merger Consideration. (a) On For the fifth (5th) Business Day preceding the Closing Datepurposes of this Section 1.10, the Company shall deliver any calculations relating to CEH LLC and the Designated Representative (i) an estimated balance sheet of the Company Estimated Closing Statements and Sea Coast (ii) the "Estimated Aurora Balance Sheet"Interim Closing Statements shall be prepared and calculated in accordance with the Accounting Principles. (b) as of 11:59 p.m. on the day immediately No later than three (3) Business Days prior to the Closing Date, (iii) Seller shall deliver to Parent a certificate which shall set forth (A) a statement setting out Seller’s good faith estimate of (Ix) the amount Company’s Indebtedness which has been included in the calculation of Aurora the Company Adjusted NAV and (y) the Company’s Working Capital (the “Estimated Company Working Capital Amount”), and (ii) Parent shall deliver to Seller a statement setting out Parent’s good faith estimate of the Parent’s Net Debt Working Capital and Indebtedness which has been included in the calculation of the Parent Adjusted NAV, including a schedule of Parent’s accounts receivable trial balance as of such time the Closing (the "Estimated Aurora Net Debt") and (II) Aurora Working Capital as of such time (the "Estimated Aurora Working Capital"“A/R Schedule”), in each case prior to payment of Aurora Closing Expenses and (B) a good faith estimate of the Employee Expense Amount. The Estimated Aurora Balance Sheet shall be prepared by Aurora calculated in accordance with GAAP consistently applied. the Accounting Principles (beach an “Estimated Net Working Capital and Indebtedness Closing Statement”). In addition, no later than three (3) On the second Business Day Days prior to the Closing Date, CEH LLC Seller shall deliver to the Company and the Designated Representative Parent a certificate which shall set forth a statement setting out Seller’s good faith estimate of the Employee Expense Net VIP Amount (the "“Estimated Employee Expense Net VIP Amount"). (c) As soon as practicable, but no later than ninety (90) days after the Closing Date, the Reorganized Company shall prepare and deliver to CEH LLC and the Designated Representative a balance sheet of the Company and Sea Coast as of 11:59 p.m. on the date immediately prior to the Closing Date which shall be audited by Ernst & Young LLP, together with the related audit report of such firm (the "Final Aurora Balance Sheet"). The Reorganized Company shall also deliver a certificate setting forth (i) its calculation of (A) the amount of Aurora Net Debt as of such time (the "Actual Aurora Net Debt") and (B) the amount of Aurora Working Capital as of such time (the "Actual Aurora Working Capital"”), in each case prior to payment of Aurora Closing Expenses and (ii) its calculation of the Employee Expense Amount (the "Actual Employment Expense Amount"). The Final Aurora Balance Sheet shall be prepared in accordance with this Agreement and GAAP consistently applied. (d) If either CEH LLC or the Designated Representative has any objections to the Final Aurora Balance Sheet, or any calculations derived from the Final Aurora Balance Sheet or the Actual Employee Expense Amount, it shall deliver a written statement describing its objections in reasonable detail to the other not later than thirty (30) Business Days after its receipt thereof. CEH LLC and the Designated Representative shall use reasonable best efforts to resolve any such objections themselves. If a final resolution of such objections is not made within ten (10) Business Days after receipt by the other party of the objecting party's written objections, CEH LLC and the Designated Representative shall submit the issue to an auditor (the "Referee") for resolution. The Referee shall be the New York office of Deloitte & Touche; provided, that if, for any reason, at the time of such submission, Deloitte & Touche is unavailable to serve as the Referee or if Deloitte & Touche is not in a neutral and impartial position in relation to the parties as determined by Deloitte & Touche, CEH LLC and the Designated Representative shall have ten (10) Business Days from the time of such submission to agree on a substitute Referee. Failing timely agreement, on the request of either CEH LLC or the Designated Representative, the American Arbitration Association shall designate a national accounting firm to serve as the Referee. If issues in dispute are submitted to the Referee for resolution, CEH LLC and the Designated Representative shall furnish to the Referee such work papers and other documents and information relating to the disputed issues as the Referee may request, and shall be afforded the opportunity to present to the Referee any material relating to the resolution of the disputed items and to discuss the resolution of the disputed items with the Referee. The Referee shall be instructed in performing the review that CEH LLC and the Designated Representative shall each be provided with copies of any and all correspondence and drafts exchanged between either of them and the Referee. CEH LLC and the Designated Representative shall be granted reasonable access to information contained in the documents made available to the Referee by the other, provided that any information contained in the documents shall be kept confidential by the recipient party. (e) The Referee shall determine (and written notice thereof shall be given to CEH LLC and the Designated Representative) as promptly as practicable, but in any event within fifteen (15) Business Days of the date on which such dispute is referred to the Referee, based solely on presentations of CEH LLC and the Designated Representative and not by independent review, (i) whether the Final Aurora Balance Sheet (or any component thereof) and/or the Actual Employee Expense Amount was prepared calculated in accordance with the terms of this Agreement and Accounting Principles (ii) (only with respect to the disputed items submitted to the Referee) whether and to what extent (if any) the Actual Aurora “Estimated Net Debt, Actual Aurora VIP Closing Statement”). Each Estimated Net Working Capital or and Indebtedness Closing Statement and the Actual Employee Expense Amount requires adjustmentEstimated Net VIP Closing Statement shall be referred to herein as an “Estimated Closing Statement”. The Company “Estimated Net Working Capital and Indebtedness Amount” shall bear mean the fees and expenses total of the Referee. The determination of the Referee shall be final, conclusive line items shown in an Estimated Net Working Capital and binding on the partiesIndebtedness Closing Statement, and the Referee's determination “Estimated Net VIP Amount” shall mean the total of the Actual Aurora line items shown in the Estimated Net Debt, Actual Aurora Working Capital or VIP Closing Statement (the Actual Employee Expense parties acknowledging and agreeing that the Net VIP Amount shall then only include the line items shown in the illustrative Net VIP Amount calculation included in the Accounting Principles). The Estimated Closing Statements shall be deemed to be the Actual Aurora Net Debt, Actual Aurora Working Capital accompanied by reasonably detailed data and the Actual Employee Expense Amount for purposes of this Section 4.1. (f) CEH LLC will cause the Reorganized Company to make the work papers and back-up materials used in preparing the Final Aurora Balance Sheet and in determining the Actual Employee Expense Amount, and the relevant books, records, and the financial staff of the Reorganized Company available to the Designated Representative and its Advisors during normal business hours and upon reasonable notice during (i) the review by the Designated Representative of the Final Aurora Balance Sheet and documentation supporting the determination of each of the Actual Employee Expense Amount and (ii) the resolution by the parties of any objections theretocalculations therein.