Common use of Adjustment to the Purchase Price Clause in Contracts

Adjustment to the Purchase Price. (a) No later than [****] Business Days prior to the date on which the Closing is scheduled to occur, Sellers’ Representative (on behalf of Sellers) shall deliver to Purchaser a good faith estimate of the Closing Balance Sheet (the “Estimated Closing Balance Sheet”) prepared on a consolidated basis, in accordance with GAAP and the policies, practices and methodologies used in connection with the preparation of the Balance Sheet and in the format used for the reference computations attached as Annex A hereto (the “Reference Computations”), and, based on such Estimated Closing Balance Sheet, Sellers’ representative shall also provide Purchaser with the following, each prepared by Sellers’ Representative in good faith: (i) an estimate of the Company’s Working Capital as of the Closing Date (the “Estimated Working Capital.”) (ii) an estimate of the Company’s Cash as of the Closing Date (the “Estimated Cash”.) (iii) an estimate of the amount of regulatory capital (including Cash) required to be maintained as of the Closing Date by MG Trust Company, LLC (“MG Trust”) and MSCS Financial Services, LLC (“MSCS Financial”) ( the “Estimated Regulatory Capital”). (iv) an estimate of the Trust Net Capital Assets as of the Closing Date (the “Estimated Trust Net Capital Assets”). (v) an estimate of the Broker Net Capital Assets as of the Closing Date (the “Estimated Broker Net Capital Assets”). (b) Copies of all workpapers and other documents used in the calculation of Estimated Working Capital, Estimated Regulatory Capital, Estimated Trust Net Capital Assets and Estimated Broker Net Capital Assets as Purchaser may reasonably request in order for Purchaser to confirm to its reasonable satisfaction, the accuracy of Sellers Representative’s estimates under Section 2.3(a) and determine the adjustments, if any, to be made to the Purchase Price hereunder. (c) The Purchase Price payable as of the Closing Date shall be adjusted as follows: (i) increased by the amount by which Estimated Working Capital exceeds Target Working Capital, or decreased by the amount by which Estimated Working Capital is less than Target Working Capital; (ii) increased by the amount of Estimated Cash; (iii) decreased by the amount of Estimated Regulatory Capital; (iv) increased by any surplus or decreased by any deficit of Estimated Trust Net Capital Assets; and (v) increased by any surplus or decreased by any deficit of Estimated Broker Net Capital Assets. (d) As promptly as practicable, but no later than 60 days after the Closing Date, Purchaser will cause to be prepared and delivered to Sellers’ Representative a consolidated balance sheet of Company and Company Subsidiaries as of the close of business on the Closing Date (which shall reflect fully the effectuation of the transactions contemplated by this Agreement) prepared in accordance with GAAP and the policies, practices and methodologies used in connection with the preparation of the Balance Sheet and provided in the format used for the Reference Computations (the “Closing Balance Sheet”). The Closing Balance Sheet will be accompanied by a certificate of Purchaser specifying that it was prepared in accordance with the provisions of this Section and setting forth Purchaser’s calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets. If Sellers’ Representative disagrees with Purchaser’s calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets or Closing Broker Net Capital Assets, Sellers’ Representative may, within 45 days after Purchaser’s delivery of the Closing Balance Sheet, deliver a notice to Purchaser disagreeing with such calculation(s), setting forth, in reasonable detail, Sellers’ Representative’s grounds for such disagreement, and specifying Sellers’ Representative’s calculation of such amount. (e) If a notice of disagreement shall be duly delivered pursuant to the preceding subsection, the Purchaser and Sellers’ Representative shall, during the 15 days following such delivery, use their reasonable best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets (as the case may be), which amount shall not be less than the amount thereof shown in Purchaser’s calculations delivered pursuant to Section 2.3(c) nor more than the amount thereof shown in Sellers’ calculation delivered pursuant to Section 2.3(d). If Purchaser and Sellers’ Representative are unable to reach such agreement during such period, they shall mutually agree upon independent accountants of nationally recognized standing reasonably satisfactory to Purchaser and Sellers’ Representative (who shall not have any material relationship with the Company, Purchaser or Sellers), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets (as the case may be). In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Purchaser’s calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets or Closing Broker Net Capital Assets (as the case may be) as to which Sellers have disagreed. Such independent accountants shall deliver to Purchaser and Sellers’ Representative, as promptly as practicable, a report setting forth such calculation. Such report shall be final and binding upon Purchaser and Sellers. The cost of such review and report shall be borne equally by Purchaser, on the one hand, and Sellers, on the other hand. (f) Purchaser and Sellers’ Representative agree that they will, and agree to cause their respective independent accountants and each of Company and Company Subsidiaries to, cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets and in the conduct of the audits and reviews referred to in this Section 2.3. (i) If Estimated Cash exceeds Final Cash, the Purchase Price shall be decreased by the amount of such excess, and if Final Cash exceeds Estimated Cash, the Purchase Price shall be increased by the amount of such excess. (ii) If Estimated Working Capital exceeds Final Working Capital, the Purchase Price shall be decreased by the amount of such excess, and if Final Working Capital exceeds Estimated Working Capital, the Purchase Price shall be increased by the amount of such excess. (iii) If Estimated Regulatory Capital exceeds Final Regulatory Capital, the Purchase Price shall be increased by the amount of such excess, and if Final Regulatory Capital exceeds Estimated Regulatory Capital, the Purchase Price shall be decreased by the amount of such excess. (iv) If Estimated Trust Net Capital Assets exceeds Final Trust Net Capital Assets, the Purchase Price shall be decreased by the amount of such excess, and if Final Trust Net Capital Assets exceeds Estimated Trust Net Capital Assets, the Purchase Price shall be increased by the amount of such excess. (v) If Estimated Broker Net Capital Assets exceeds Final Broker Net Capital Assets, the Purchase Price shall be decreased by the amount of such excess, and if Final Broker Net Capital Assets exceeds Estimated Broker Net Capital Assets, the Purchase Price shall be increased by the amount of such excess. (h) Upon the completion of all of the determinations set forth in Section 2.3(g), the increases and/or decreases to the Purchase Price resulting therefrom will be netted out and (i) any resulting payment to Sellers so required shall be directed by Sellers’ Representative to be made by Purchaser to the Paying Agent at a mutually convenient place within 10 days after such completion, and (ii) any resulting payment to Purchaser so required shall be made from the Escrow Amount to Purchaser at a mutually convenient place within 10 days after such completion, in either case by wire transfer of immediately available funds. (i) Company owns 4,000,000 shares of Series C Convertible Preferred Stock of Prima Capital Holding, Inc. (“Prima”) and certain employees of Prima (the “Prima Minority Shareholders”) own an aggregate of 2,423,232 shares of Common Stock of Prima and options to purchase 837,500 shares of Common Stock of Prima. Company and the Prima Minority Shareholders are parties to a Shareholders’ Agreement dated as of May 22, 2007 (the “Prima Agreement”) governing the capital stock of Prima, a copy of which has been furnished to Purchaser. At Closing, Purchaser shall acquire the Company Common Stock subject to the equity interests in Prima held by the Prima Minority Shareholders and the terms and conditions of the Prima Agreement, and no adjustment to the Purchase Price may be based on or arise out of such equity interest or the Prima Agreement. (j) For purposes of this Section 2.3, the following terms shall be defined as set forth below:

Adjustment to the Purchase Price. If (ai) No later than [****] Business Days prior to at Internalization the date on which the Closing is scheduled to occur, Sellers’ Representative (on behalf actual number of Sellers) shall deliver to Purchaser a good faith estimate of the Closing Balance Sheet Special OP Units (the “Estimated Closing Balance SheetActual Internalization Consideration”) prepared on a consolidated basis, received by the Company or its successors in accordance with GAAP interest is less than the Minimum Internalization Consideration (the difference in Special OP Units between the Actual Internalization Consideration and the policies, practices Minimum Internalization Consideration is referred to herein as the “Consideration Shortfall”) and methodologies used in connection with such Consideration Shortfall is not the preparation result of the Balance Sheet and in Company transferring, or the format used for the reference computations attached as Annex A hereto (the “Reference Computations”)REIT or one of more of its subsidiaries or affiliates purchasing, andexchanging, based on such Estimated Closing Balance Sheetretiring and/or redeeming, Sellers’ representative shall also provide Purchaser with the following, each prepared by Sellers’ Representative in good faith: (i) an estimate some or all of the Company’s Working Capital direct or indirect interest in the Manager OP Units or Special OP Units as applicable, AND (ii) the product of (A) thirty-five percent (35%) of the Closing Date Actual Internalization Consideration multiplied by (B) the initial offering price (such amount, the “Actual IPO Value”) plus any cash or cash equivalents received by Purchaser with respect to the Purchased SLP Interest, is less than Nine Million Six Hundred Sixty Four Thousand Two Hundred Eighty Five Dollars ($9,664,285) (the “Estimated Working Capital.Minimum IPO Value”) (ii) an estimate of the Company’s Cash as of the Closing Date (the “Estimated Cash”.) (iii) an estimate of the amount of regulatory capital (including Cash) required to be maintained as of the Closing Date by MG Trust Company, LLC (“MG Trust”) and MSCS Financial Services, LLC (“MSCS Financial”) ( the “Estimated Regulatory Capital”). (iv) an estimate of the Trust Net Capital Assets as of the Closing Date (the “Estimated Trust Net Capital Assets”). (v) an estimate of the Broker Net Capital Assets as of the Closing Date (the “Estimated Broker Net Capital Assets”). (b) Copies of all workpapers and other documents used in the calculation of Estimated Working Capital, Estimated Regulatory Capital, Estimated Trust Net Capital Assets and Estimated Broker Net Capital Assets as Purchaser may reasonably request in order for Purchaser to confirm to its reasonable satisfaction, the accuracy of Sellers Representative’s estimates under Section 2.3(a) and determine the adjustments, if any, to be made to the Purchase Price hereunder. (c) The Purchase Price payable as of the Closing Date shall be adjusted as follows: (i) increased by the amount by which Estimated Working Capital exceeds Target Working Capital, or decreased by the amount by which Estimated Working Capital is less than Target Working Capital; (ii) increased by the amount of Estimated Cash; (iii) decreased by the amount of Estimated Regulatory Capital; (iv) increased by any surplus or decreased by any deficit of Estimated Trust Net Capital Assets; and (v) increased by any surplus or decreased by any deficit of Estimated Broker Net Capital Assets. (d) As promptly as practicable, but no later than 60 days after the Closing Date, Purchaser will cause to be prepared and delivered to Sellers’ Representative a consolidated balance sheet of Company and Company Subsidiaries as of the close of business on the Closing Date (which shall reflect fully the effectuation of the transactions contemplated by this Agreement) prepared in accordance with GAAP and the policies, practices and methodologies used in connection with the preparation of the Balance Sheet and provided in the format used for the Reference Computations (the “Closing Balance Sheet”). The Closing Balance Sheet will be accompanied by a certificate of Purchaser specifying that it was prepared in accordance with the provisions of this Section and setting forth Purchaser’s calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets. If Sellers’ Representative disagrees with Purchaser’s calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets or Closing Broker Net Capital Assets, Sellers’ Representative may, within 45 days after Purchaser’s delivery of the Closing Balance Sheet, deliver a notice to Purchaser disagreeing with such calculation(s), setting forth, in reasonable detail, Sellers’ Representative’s grounds for such disagreement, and specifying Sellers’ Representative’s calculation of such amount. (e) If a notice of disagreement shall be duly delivered pursuant to the preceding subsection, the Purchaser and Sellers’ Representative shall, during the 15 days following such delivery, use their reasonable best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets (as the case may be), which amount shall not be less than the amount thereof shown in Purchaser’s calculations delivered pursuant to Section 2.3(c) nor more than the amount thereof shown in Sellers’ calculation delivered pursuant to Section 2.3(d). If Purchaser and Sellers’ Representative are unable to reach such agreement during such period, they shall mutually agree upon independent accountants of nationally recognized standing reasonably satisfactory to Purchaser and Sellers’ Representative (who shall not have any material relationship with the Company, Purchaser or Sellers), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets (as the case may be). In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Purchaser’s calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets or Closing Broker Net Capital Assets (as the case may be) as to which Sellers have disagreed. Such independent accountants shall deliver to Purchaser and Sellers’ Representative, as promptly as practicable, a report setting forth such calculation. Such report shall be final and binding upon Purchaser and Sellers. The cost of such review and report shall be borne equally by Purchaser, on the one hand, and Sellers, on the other hand. (f) Purchaser and Sellers’ Representative agree that they will, and agree to cause their respective independent accountants and each of Company and Company Subsidiaries to, cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets and in the conduct of the audits and reviews referred to in this Section 2.3. (i) If Estimated Cash exceeds Final Cash, THEN the Purchase Price shall be decreased reduced by an amount (the “Shortfall Amount”) equal to the difference between the Minimum IPO Value minus the Actual IPO Value (with such Shortfall Amount not to exceed the Purchase Price). Notwithstanding the foregoing, no Shortfall Amount will be due by the Seller in the event the product of (x) the Actual Internalization Consideration, multiplied by (y) the highest quoted closing price on a public exchange on which the REIT’s shares are traded during the period commencing as of the Internalization and ending ninety (90) days thereafter exceeds the Minimum IPO Value. The Seller shall repay to the Purchasers an amount equal to the Shortfall Amount within thirty (30) days following the ninetieth (90th) day after the closing of such excessthe Internalization, and if Final Cash exceeds Estimated Cash, the Purchase Price shall be increased by the amount of may pay such excess. (ii) If Estimated Working Capital exceeds Final Working Capital, the Purchase Price shall be decreased by the amount of such excess, and if Final Working Capital exceeds Estimated Working Capital, the Purchase Price shall be increased by the amount of such excess. (iii) If Estimated Regulatory Capital exceeds Final Regulatory Capital, the Purchase Price shall be increased by the amount of such excess, and if Final Regulatory Capital exceeds Estimated Regulatory Capital, the Purchase Price shall be decreased by the amount of such excess. (iv) If Estimated Trust Net Capital Assets exceeds Final Trust Net Capital Assets, the Purchase Price shall be decreased by the amount of such excess, and if Final Trust Net Capital Assets exceeds Estimated Trust Net Capital Assets, the Purchase Price shall be increased by the amount of such excess. (v) If Estimated Broker Net Capital Assets exceeds Final Broker Net Capital Assets, the Purchase Price shall be decreased by the amount of such excess, and if Final Broker Net Capital Assets exceeds Estimated Broker Net Capital Assets, the Purchase Price shall be increased by the amount of such excess. (h) Upon the completion of all of the determinations set forth in Section 2.3(g), the increases and/or decreases to the Purchase Price resulting therefrom will be netted out and (i) any resulting payment to Sellers so required shall be directed by Sellers’ Representative to be made by Purchaser to the Paying Agent at a mutually convenient place within 10 days after such completion, and (ii) any resulting payment to Purchaser so required shall be made from the Escrow Shortfall Amount to Purchaser at a mutually convenient place within 10 days after such completion, in either case by wire transfer of immediately available funds. (i) Company owns 4,000,000 shares funds or any stock that is traded on a major stock exchange, including capital stock of Series C Convertible Preferred Stock of Prima Capital HoldingMedMen Enterprises, Inc. (“Prima”symbol: MMEN) and certain employees based on the volume weighted average price of Prima such stock over the five (5) trading sessions immediately prior to the date the Shortfall Amount (the “Prima Minority ShareholdersPayment Date”) own is paid and an aggregate assumed exchange rate of 2,423,232 shares CAD to US published by Bloomberg on the Payment as of Common Stock the end of Prima and options the preceding business day. Further notwithstanding anything to purchase 837,500 shares the contrary contained herein, this Section 4(b) shall only apply in the event LCR assigns the Purchased Units and/or Purchased SLP Interest to one or more third parties. In the event LCR assigns only a portion of Common Stock of Prima. Company and the Prima Minority Shareholders are parties Purchased Units and/or the Purchased SLP Interest to a Shareholders’ Agreement dated as of May 22third party, 2007 (the “Prima Agreement”) governing the capital stock of Prima, a copy of which has been furnished to Purchaser. At Closing, Purchaser any Shortfall Amount shall acquire the Company Common Stock subject to the equity interests in Prima held be proportionately reduced by the Prima Minority Shareholders and Purchased Units and/or the terms and conditions Purchased SLP Interest retained or redeemed by LCR or is affiliates. For clarity, no Shortfall Amount shall be due or payable under this Agreement with respect to any portion of the Prima Agreement, and no adjustment to the Purchase Price may be based on Purchased Units and/or Purchased SLP Interest retained and/or redeemed by LCR or arise out of such equity interest or the Prima Agreementits affiliates. (j) For purposes of this Section 2.3, the following terms shall be defined as set forth below:

Adjustment to the Purchase Price. (a) No later than [****] Business Days prior If any payment is made by any Seller to any Purchaser or by any Purchaser to any Seller in respect of any claim under this Agreement, including any claim made (pursuant to Section 7.1 (Indemnification for Taxes by the Sellers’ Representative)): (i) the payment shall, to the date on extent possible, be allocated to the set of Shares or the Sale Assets to which the Closing is scheduled to occur, Sellers’ Representative and the Purchasers’ Representative agree the payment and/or claim relates, (on behalf ii) if the Sellers’ Representative and the Purchasers’ Representative agree that the payment and/or claim relates to more than one set of SellersShares and/or Sale Assets (such Shares and/or Sale Assets being referred to in this Section 8.12(a)(i) shall deliver to Purchaser a good faith estimate of the Closing Balance Sheet (and Section 8.12(a)(ii) as the “Estimated Closing Balance Sheet”) prepared on a consolidated basis, in accordance with GAAP and the policies, practices and methodologies used in connection with the preparation of the Balance Sheet and in the format used for the reference computations attached as Annex A hereto (the “Reference ComputationsRelevant Shares and/or Sale Assets”), and, based on such Estimated Closing Balance Sheet, Sellers’ representative the payment shall also provide Purchaser with be allocated among the following, each prepared by Relevant Shares and/or Sale Assets in a manner that the Sellers’ Representative in good faith: (i) an estimate and the Purchasers’ Representative agree reflects the impact of the Company’s Working Capital matter to which the payment and/or claim relates, failing which it shall be allocated pro rata among the Relevant Shares and/or Sale Assets in the same proportions as the amount of the Closing Date (Purchase Price allocated to the “Estimated Working Capital.”) (ii) an estimate Relevant Shares or Sale Assets bears to the aggregate amount of the Company’s Cash as of Purchase Price for all the Closing Date (the “Estimated Cash”.) Relevant Shares and Sale Assets, or (iii) an estimate of if the Sellers’ Representative and the Purchasers’ Representative do not agree that the payment and/or claim relates to both Shares and/or Sale Assets, the payment shall be allocated pro rata to all Shares and Sale Assets in the same proportions as the amount of regulatory capital (including Cash) required the Purchase Price allocated to the Shares or relevant Sale Assets bears to the aggregate Purchase Price, and in each case the Share Purchase Price and the Sale Asset Purchase Price, as applicable, shall, to the extent possible, be maintained as deemed to have been adjusted by the amount of the Closing Date by MG Trust Company, LLC (“MG Trust”) and MSCS Financial Services, LLC (“MSCS Financial”) ( the “Estimated Regulatory Capital”). (iv) an estimate of the Trust Net Capital Assets as of the Closing Date (the “Estimated Trust Net Capital Assets”). (v) an estimate of the Broker Net Capital Assets as of the Closing Date (the “Estimated Broker Net Capital Assets”)such payment. (b) Copies If any payment is made by any Seller to any Purchaser in respect of any claim under this Agreement and in any such case the allocation of such payment pursuant to Section 8.12(a) would otherwise reduce the consideration paid for any set of Shares or Sale Asset to less than $1.00, such allocation shall be made on the following basis: (i) the consideration for the relevant set of Shares or Sale Asset shall be reduced to $1.00, and (ii) the balance shall be allocated pro rata among all workpapers other Shares and other documents used Sale Assets, or in the calculation case of Estimated Working Capital, Estimated Regulatory Capital, Estimated Trust Net Capital Assets and Estimated Broker Net Capital Assets as Purchaser may reasonably request in order for Purchaser to confirm to its reasonable satisfaction, the accuracy of Sellers Representative’s estimates payment under Section 2.3(a8.12(a)(ii) and determine among all other relevant Shares and/or Sale Assets, in the adjustments, if any, to be made to the Purchase Price hereunderproportions set forth in Section 8.12(a)(ii) or Section 8.12(a)(iii) as relevant. (c) The Purchase Price payable as proportions used for the purposes of the Closing Date allocating reductions shall be adjusted as follows: (i) increased by necessary to take account of any relevant previous reductions of the amount by which Estimated Working Capital exceeds Target Working Capital, or decreased by the amount by which Estimated Working Capital is less than Target Working Capital; (ii) increased by the amount of Estimated Cash; (iii) decreased by the amount of Estimated Regulatory Capital; (iv) increased by any surplus or decreased by any deficit of Estimated Trust Net Capital Assets; and (v) increased by any surplus or decreased by any deficit of Estimated Broker Net Capital AssetsPurchase Price in accordance with this Section 8.12. (d) As promptly as practicableFor all Tax purposes, but no later than 60 days after subject to applicable Law, payments made by the Closing Date, Purchaser will cause to be prepared and delivered to Sellers’ Representative a consolidated balance sheet of Company and Company Subsidiaries the Purchasers’ Representative pursuant to this Agreement shall be treated as having been made by the Sellers or the Purchasers, respectively, of the close of business on the Closing Date (Sale Shares or Sale Assets to which shall reflect fully the effectuation of the transactions contemplated by this Agreement) prepared in accordance with GAAP and the policies, practices and methodologies used in connection with the preparation of the Balance Sheet and provided in the format used for the Reference Computations (the “Closing Balance Sheet”). The Closing Balance Sheet will be accompanied by a certificate of Purchaser specifying that it was prepared in accordance with the provisions of such payment is allocated pursuant to this Section and setting forth Purchaser’s calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets. If Sellers’ Representative disagrees with Purchaser’s calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets or Closing Broker Net Capital Assets, Sellers’ Representative may, within 45 days after Purchaser’s delivery of the Closing Balance Sheet, deliver a notice to Purchaser disagreeing with such calculation(s), setting forth, in reasonable detail, Sellers’ Representative’s grounds for such disagreement, and specifying Sellers’ Representative’s calculation of such amount8.12. (e) If a notice of disagreement shall be duly delivered pursuant to the preceding subsection, the Purchaser and Sellers’ Representative shall, during the 15 days following such delivery, use their reasonable best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets (as the case may be), which amount shall not be less than the amount thereof shown in Purchaser’s calculations delivered pursuant to Section 2.3(c) nor more than the amount thereof shown in Sellers’ calculation delivered pursuant to Section 2.3(d). If Purchaser and Sellers’ Representative are unable to reach such agreement during such period, they shall mutually agree upon independent accountants of nationally recognized standing reasonably satisfactory to Purchaser and Sellers’ Representative (who shall not have any material relationship with the Company, Purchaser or Sellers), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets (as the case may be). In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Purchaser’s calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets or Closing Broker Net Capital Assets (as the case may be) as to which Sellers have disagreed. Such independent accountants shall deliver to Purchaser and Sellers’ Representative, as promptly as practicable, a report setting forth such calculation. Such report shall be final and binding upon Purchaser and Sellers. The cost of such review and report shall be borne equally by Purchaser, on the one hand, and Sellers, on the other hand. (f) Purchaser and Sellers’ Representative agree that they will, and agree to cause their respective independent accountants and each of Company and Company Subsidiaries to, cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets and in the conduct of the audits and reviews referred to in this Section 2.3. (i) If Estimated Cash exceeds Final Cash, the Purchase Price shall be decreased by the amount of such excess, and if Final Cash exceeds Estimated Cash, the Purchase Price shall be increased by the amount of such excess. (ii) If Estimated Working Capital exceeds Final Working Capital, the Purchase Price shall be decreased by the amount of such excess, and if Final Working Capital exceeds Estimated Working Capital, the Purchase Price shall be increased by the amount of such excess. (iii) If Estimated Regulatory Capital exceeds Final Regulatory Capital, the Purchase Price shall be increased by the amount of such excess, and if Final Regulatory Capital exceeds Estimated Regulatory Capital, the Purchase Price shall be decreased by the amount of such excess. (iv) If Estimated Trust Net Capital Assets exceeds Final Trust Net Capital Assets, the Purchase Price shall be decreased by the amount of such excess, and if Final Trust Net Capital Assets exceeds Estimated Trust Net Capital Assets, the Purchase Price shall be increased by the amount of such excess. (v) If Estimated Broker Net Capital Assets exceeds Final Broker Net Capital Assets, the Purchase Price shall be decreased by the amount of such excess, and if Final Broker Net Capital Assets exceeds Estimated Broker Net Capital Assets, the Purchase Price shall be increased by the amount of such excess. (h) Upon the completion of all of the determinations set forth in Section 2.3(g), the increases and/or decreases to the Purchase Price resulting therefrom will be netted out and (i) any resulting payment to Sellers so required shall be directed by Sellers’ Representative to be made by Purchaser to the Paying Agent at a mutually convenient place within 10 days after such completion, and (ii) any resulting payment to Purchaser so required shall be made from the Escrow Amount to Purchaser at a mutually convenient place within 10 days after such completion, in either case by wire transfer of immediately available funds. (i) Company owns 4,000,000 shares of Series C Convertible Preferred Stock of Prima Capital Holding, Inc. (“Prima”) and certain employees of Prima (the “Prima Minority Shareholders”) own an aggregate of 2,423,232 shares of Common Stock of Prima and options to purchase 837,500 shares of Common Stock of Prima. Company and the Prima Minority Shareholders are parties to a Shareholders’ Agreement dated as of May 22, 2007 (the “Prima Agreement”) governing the capital stock of Prima, a copy of which has been furnished to Purchaser. At Closing, Purchaser shall acquire the Company Common Stock subject to the equity interests in Prima held by the Prima Minority Shareholders and the terms and conditions of the Prima Agreement, and no adjustment to the Purchase Price may be based on or arise out of such equity interest or the Prima Agreement. (j) For purposes of this Section 2.3, the following terms shall be defined as set forth below:

Adjustment to the Purchase Price. (a) No later than [****] Business Days prior to The Purchase Price will be increased or decreased, as the date on which the Closing is scheduled to occurcase may be, Sellers’ Representative (on behalf of Sellers) shall deliver to Purchaser a good faith estimate of the Closing Balance Sheet (the “Estimated Closing Balance Sheet”) prepared on a consolidated basis, in accordance with GAAP and the policies, practices and methodologies used in connection with the preparation of the Balance Sheet and in the format used for the reference computations attached as Annex A hereto (the “Reference Computations”), and, based on such Estimated Closing Balance Sheet, Sellers’ representative shall also provide Purchaser with the following, each prepared by Sellers’ Representative in good faithdollar-for-dollar: (i) an estimate to the extent that the Final Net Debt is more or less than the Estimated Net Debt, by the amount of the Company’s Working Capital as of the Closing Date (the “Estimated Working Capital.”)such surplus or deficit, (ii) an estimate to the extent that the Final Working Capital is more or less than the Estimated Working Capital, by the amount of the Company’s Cash as of the Closing Date (the “Estimated Cash”.)such surplus or deficit, and (iii) an estimate of to the extent that the Final Option Consideration is more or less than the Option Consideration, by the amount of regulatory capital (including Cash) required to be maintained as of the Closing Date by MG Trust Company, LLC (“MG Trust”) and MSCS Financial Services, LLC (“MSCS Financial”) ( the “Estimated Regulatory Capital”). (iv) an estimate of the Trust Net Capital Assets as of the Closing Date such surplus or deficit (the “Estimated Trust Net Capital Assets”). (v) an estimate of the Broker Net Capital Assets as of the Closing Date (the “Estimated Broker Net Capital AssetsPurchase Price Adjustment”). (b) Copies The Sellers and the Purchaser shall, within 5 Business Days after delivery of all workpapers and other documents used in the calculation Final Closing Statement, deliver to the Escrow Agent a certificate (the “Closing Certificate”) signed by both of Estimated Working Capitalthem, Estimated Regulatory Capitalcertifying: (i) the Purchase Price, Estimated Trust Net Capital Assets and Estimated Broker Net Capital Assets as Purchaser adjusted; (ii) the amount by which the Purchase Price has been increased or decreased, as the case may reasonably request in order for Purchaser to confirm to its reasonable satisfaction, be; (iii) the accuracy of Sellers Representative’s estimates under Section 2.3(a) and determine the adjustments, if any, payment or payments to be made by the Escrow Agent; and (iv) such other details as may be required to permit the Purchase Price hereunderEscrow Agent to make the foregoing payment or payments. (c) The If there is an increase in the Purchase Price payable as of or if there is no adjustment to the Closing Date shall be adjusted as followsPurchase Price: (i) increased the Sellers and the Purchaser shall jointly instruct the Escrow Agent to pay the Escrow Adjustment Amount to the Sellers, by wire transfer of immediately available funds, within the amount by which Estimated Working Capital exceeds Target Working Capital, or decreased by the amount by which Estimated Working Capital is less than Target Working Capital;5 Business Day period referred to in Section 2.7(b); and (ii) the Purchaser shall pay to the Sellers the amount, if any, by which the increased Purchase Price exceeds the original Purchase Price, by wire transfer of immediately available funds, within the amount of Estimated Cash; (iii) decreased by the amount of Estimated Regulatory Capital; (iv) increased by any surplus or decreased by any deficit of Estimated Trust Net Capital Assets; and (v) increased by any surplus or decreased by any deficit of Estimated Broker Net Capital Assets5 Business Day period referred to in Section 2.7(b). (d) As promptly If there is a decrease in the Purchase Price, and such decrease is less than or equal to the Escrow Adjustment Amount: (i) the Escrow Agent shall pay to the Sellers an amount equal to the difference between the Escrow Adjustment Amount and the amount that is the decrease in the Purchase Price, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b); and (ii) the Escrow Agent shall pay to the Purchaser the remaining Escrow Adjustment Amount, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b). (e) If there is a decrease in the Purchase Price and the decrease is greater than the Escrow Adjustment Amount: (i) the Escrow Agent shall pay to the Purchaser the Escrow Adjustment Amount, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b); and (ii) the Sellers shall pay to the Purchaser an amount equal to the difference between the decrease in the Purchase Price and the Escrow Adjustment Amount, by wire transfer of immediately available funds, within the 5 Business Day period referred to in Section 2.7(b). (f) Any interest or other amounts earned on the Escrow Adjustment Amount during the time it is held by the Escrow Agent shall be paid pro rata to the Sellers or the Purchaser, as practicablethe case may be, but no later than 60 days after based on their respective entitlements to the Closing Date, Purchaser will cause to be prepared Escrow Adjustment Amount. (g) The determination and delivered to Sellers’ Representative a consolidated balance sheet of Company and Company Subsidiaries as adjustment of the close of business on the Closing Date (which shall reflect fully the effectuation of the transactions contemplated by this Agreement) prepared in accordance with GAAP and the policies, practices and methodologies used in connection with the preparation of the Balance Sheet and provided in the format used for the Reference Computations (the “Closing Balance Sheet”). The Closing Balance Sheet will be accompanied by a certificate of Purchaser specifying that it was prepared Purchase Price in accordance with the provisions of this Section and setting forth Purchaser’s calculation 2.7 do not limit or affect any other rights or causes of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets. If Sellers’ Representative disagrees action which either the Purchaser or the Sellers may have with Purchaser’s calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets or Closing Broker Net Capital Assets, Sellers’ Representative may, within 45 days after Purchaser’s delivery of the Closing Balance Sheet, deliver a notice to Purchaser disagreeing with such calculation(s), setting forth, in reasonable detail, Sellers’ Representative’s grounds for such disagreement, and specifying Sellers’ Representative’s calculation of such amount. (e) If a notice of disagreement shall be duly delivered pursuant respect to the preceding subsectionrepresentations, the Purchaser warranties, covenants and Sellers’ Representative shall, during the 15 days following such delivery, use their reasonable best efforts to reach agreement on the disputed items or amounts indemnities in order to determine, as may be required, the amount of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets (as the case may be), which amount shall not be less than the amount thereof shown in Purchaser’s calculations delivered pursuant to Section 2.3(c) nor more than the amount thereof shown in Sellers’ calculation delivered pursuant to Section 2.3(d). If Purchaser and Sellers’ Representative are unable to reach such agreement during such period, they shall mutually agree upon independent accountants of nationally recognized standing reasonably satisfactory to Purchaser and Sellers’ Representative (who shall not have any material relationship with the Company, Purchaser or Sellers), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets (as the case may be). In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Purchaser’s calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets or Closing Broker Net Capital Assets (as the case may be) as to which Sellers have disagreed. Such independent accountants shall deliver to Purchaser and Sellers’ Representative, as promptly as practicable, a report setting forth such calculation. Such report shall be final and binding upon Purchaser and Sellers. The cost of such review and report shall be borne equally by Purchaser, on the one hand, and Sellers, on the other hand. (f) Purchaser and Sellers’ Representative agree that they will, and agree to cause their respective independent accountants and each of Company and Company Subsidiaries to, cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets and in the conduct of the audits and reviews referred to its favour contained in this Section 2.3. (i) If Estimated Cash exceeds Final Cash, the Purchase Price shall be decreased by the amount of such excess, and if Final Cash exceeds Estimated Cash, the Purchase Price shall be increased by the amount of such excess. (ii) If Estimated Working Capital exceeds Final Working Capital, the Purchase Price shall be decreased by the amount of such excess, and if Final Working Capital exceeds Estimated Working Capital, the Purchase Price shall be increased by the amount of such excess. (iii) If Estimated Regulatory Capital exceeds Final Regulatory Capital, the Purchase Price shall be increased by the amount of such excess, and if Final Regulatory Capital exceeds Estimated Regulatory Capital, the Purchase Price shall be decreased by the amount of such excess. (iv) If Estimated Trust Net Capital Assets exceeds Final Trust Net Capital Assets, the Purchase Price shall be decreased by the amount of such excess, and if Final Trust Net Capital Assets exceeds Estimated Trust Net Capital Assets, the Purchase Price shall be increased by the amount of such excess. (v) If Estimated Broker Net Capital Assets exceeds Final Broker Net Capital Assets, the Purchase Price shall be decreased by the amount of such excess, and if Final Broker Net Capital Assets exceeds Estimated Broker Net Capital Assets, the Purchase Price shall be increased by the amount of such excess. (h) Upon the completion of all of the determinations set forth in Section 2.3(g), the increases and/or decreases to the Purchase Price resulting therefrom will be netted out and (i) any resulting payment to Sellers so required shall be directed by Sellers’ Representative to be made by Purchaser to the Paying Agent at a mutually convenient place within 10 days after such completion, and (ii) any resulting payment to Purchaser so required shall be made from the Escrow Amount to Purchaser at a mutually convenient place within 10 days after such completion, in either case by wire transfer of immediately available funds. (i) Company owns 4,000,000 shares of Series C Convertible Preferred Stock of Prima Capital Holding, Inc. (“Prima”) and certain employees of Prima (the “Prima Minority Shareholders”) own an aggregate of 2,423,232 shares of Common Stock of Prima and options to purchase 837,500 shares of Common Stock of Prima. Company and the Prima Minority Shareholders are parties to a Shareholders’ Agreement dated as of May 22, 2007 (the “Prima Agreement”) governing the capital stock of Prima, a copy of which has been furnished to Purchaser. At Closing, Purchaser shall acquire the Company Common Stock subject to the equity interests in Prima held by the Prima Minority Shareholders and the terms and conditions of the Prima Agreement, and no adjustment to the Purchase Price may be based on or arise out of such equity interest or the Prima Agreement. (j) For purposes of this Section 2.3, the following terms shall be defined as set forth below:

Adjustment to the Purchase Price. If (ai) No later than [****] Business Days prior to at Internalization the date on which the Closing is scheduled to occur, Sellers’ Representative (on behalf actual number of Sellers) shall deliver to Purchaser a good faith estimate of the Closing Balance Sheet Special OP Units (the “Estimated Closing Balance SheetActual Internalization Consideration”) prepared on a consolidated basis, received by the Company or its successors in accordance with GAAP interest is less than the Minimum Internalization Consideration (the difference in Special OP Units between the Actual Internalization Consideration and the policies, practices Minimum Internalization Consideration is referred to herein as the “Consideration Shortfall”) and methodologies used in connection with such Consideration Shortfall is not the preparation result of the Balance Sheet and in Company transferring, or the format used for the reference computations attached as Annex A hereto (the “Reference Computations”)REIT or one of more of its subsidiaries or affiliates purchasing, andexchanging, based on such Estimated Closing Balance Sheetretiring and/or redeeming, Sellers’ representative shall also provide Purchaser with the following, each prepared by Sellers’ Representative in good faith: (i) an estimate some or all of the Company’s Working Capital direct or indirect interest in the Manager OP Units or Special OP Units as applicable, AND (ii) the product of (A) thirty-five percent (35%) of the Closing Date Actual Internalization Consideration multiplied by (B) the initial offering price (such amount, the“Actual IPO Value”) plus any cash or cash equivalents received by Purchaser with respect to the Purchased SLP Interest, is less than $12,300,000 (the “Estimated Working Capital.Minimum IPO Value”) (ii) an estimate of the Company’s Cash as of the Closing Date (the “Estimated Cash”.) (iii) an estimate of the amount of regulatory capital (including Cash) required to be maintained as of the Closing Date by MG Trust Company, LLC (“MG Trust”) and MSCS Financial Services, LLC (“MSCS Financial”) ( the “Estimated Regulatory Capital”). (iv) an estimate of the Trust Net Capital Assets as of the Closing Date (the “Estimated Trust Net Capital Assets”). (v) an estimate of the Broker Net Capital Assets as of the Closing Date (the “Estimated Broker Net Capital Assets”). (b) Copies of all workpapers and other documents used in the calculation of Estimated Working Capital, Estimated Regulatory Capital, Estimated Trust Net Capital Assets and Estimated Broker Net Capital Assets as Purchaser may reasonably request in order for Purchaser to confirm to its reasonable satisfaction, the accuracy of Sellers Representative’s estimates under Section 2.3(a) and determine the adjustments, if any, to be made to the Purchase Price hereunder. (c) The Purchase Price payable as of the Closing Date shall be adjusted as follows: (i) increased by the amount by which Estimated Working Capital exceeds Target Working Capital, or decreased by the amount by which Estimated Working Capital is less than Target Working Capital; (ii) increased by the amount of Estimated Cash; (iii) decreased by the amount of Estimated Regulatory Capital; (iv) increased by any surplus or decreased by any deficit of Estimated Trust Net Capital Assets; and (v) increased by any surplus or decreased by any deficit of Estimated Broker Net Capital Assets. (d) As promptly as practicable, but no later than 60 days after the Closing Date, Purchaser will cause to be prepared and delivered to Sellers’ Representative a consolidated balance sheet of Company and Company Subsidiaries as of the close of business on the Closing Date (which shall reflect fully the effectuation of the transactions contemplated by this Agreement) prepared in accordance with GAAP and the policies, practices and methodologies used in connection with the preparation of the Balance Sheet and provided in the format used for the Reference Computations (the “Closing Balance Sheet”). The Closing Balance Sheet will be accompanied by a certificate of Purchaser specifying that it was prepared in accordance with the provisions of this Section and setting forth Purchaser’s calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets. If Sellers’ Representative disagrees with Purchaser’s calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets or Closing Broker Net Capital Assets, Sellers’ Representative may, within 45 days after Purchaser’s delivery of the Closing Balance Sheet, deliver a notice to Purchaser disagreeing with such calculation(s), setting forth, in reasonable detail, Sellers’ Representative’s grounds for such disagreement, and specifying Sellers’ Representative’s calculation of such amount. (e) If a notice of disagreement shall be duly delivered pursuant to the preceding subsection, the Purchaser and Sellers’ Representative shall, during the 15 days following such delivery, use their reasonable best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets (as the case may be), which amount shall not be less than the amount thereof shown in Purchaser’s calculations delivered pursuant to Section 2.3(c) nor more than the amount thereof shown in Sellers’ calculation delivered pursuant to Section 2.3(d). If Purchaser and Sellers’ Representative are unable to reach such agreement during such period, they shall mutually agree upon independent accountants of nationally recognized standing reasonably satisfactory to Purchaser and Sellers’ Representative (who shall not have any material relationship with the Company, Purchaser or Sellers), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets (as the case may be). In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Purchaser’s calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets or Closing Broker Net Capital Assets (as the case may be) as to which Sellers have disagreed. Such independent accountants shall deliver to Purchaser and Sellers’ Representative, as promptly as practicable, a report setting forth such calculation. Such report shall be final and binding upon Purchaser and Sellers. The cost of such review and report shall be borne equally by Purchaser, on the one hand, and Sellers, on the other hand. (f) Purchaser and Sellers’ Representative agree that they will, and agree to cause their respective independent accountants and each of Company and Company Subsidiaries to, cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets and in the conduct of the audits and reviews referred to in this Section 2.3. (i) If Estimated Cash exceeds Final Cash, THEN the Purchase Price shall be decreased reduced by an amount (the “Shortfall Amount”) equal to the difference between the Minimum IPO Value minus the Actual IPO Value (with such Shortfall Amount not to exceed the Purchase Price). Notwithstanding the foregoing, no Shortfall Amount will be due by the Seller in the event the product of (x) the Actual Internalization Consideration, multiplied by (y) the highest quoted closing price on a public exchange on which the REIT’s shares are traded during the period commencing as of the Internalization and ending ninety (90) days thereafter exceeds the Minimum IPO Value. The Seller shall repay to the Purchasers an amount equal to the Shortfall Amount within thirty (30) days following the ninetieth (90th) day after the closing of such excessthe Internalization, and if Final Cash exceeds Estimated Cash, the Purchase Price shall be increased by the amount of may pay such excess. (ii) If Estimated Working Capital exceeds Final Working Capital, the Purchase Price shall be decreased by the amount of such excess, and if Final Working Capital exceeds Estimated Working Capital, the Purchase Price shall be increased by the amount of such excess. (iii) If Estimated Regulatory Capital exceeds Final Regulatory Capital, the Purchase Price shall be increased by the amount of such excess, and if Final Regulatory Capital exceeds Estimated Regulatory Capital, the Purchase Price shall be decreased by the amount of such excess. (iv) If Estimated Trust Net Capital Assets exceeds Final Trust Net Capital Assets, the Purchase Price shall be decreased by the amount of such excess, and if Final Trust Net Capital Assets exceeds Estimated Trust Net Capital Assets, the Purchase Price shall be increased by the amount of such excess. (v) If Estimated Broker Net Capital Assets exceeds Final Broker Net Capital Assets, the Purchase Price shall be decreased by the amount of such excess, and if Final Broker Net Capital Assets exceeds Estimated Broker Net Capital Assets, the Purchase Price shall be increased by the amount of such excess. (h) Upon the completion of all of the determinations set forth in Section 2.3(g), the increases and/or decreases to the Purchase Price resulting therefrom will be netted out and (i) any resulting payment to Sellers so required shall be directed by Sellers’ Representative to be made by Purchaser to the Paying Agent at a mutually convenient place within 10 days after such completion, and (ii) any resulting payment to Purchaser so required shall be made from the Escrow Shortfall Amount to Purchaser at a mutually convenient place within 10 days after such completion, in either case by wire transfer of immediately available funds. (i) Company owns 4,000,000 shares funds or any stock that is traded on a major stock exchange, including capital stock of Series C Convertible Preferred Stock of Prima Capital HoldingMedMen Enterprises, Inc. (“Prima”symbol: MMEN) and certain employees based on the volume weighted average price of Prima such stock over the five (5) trading sessions immediately prior to the date the Shortfall Amount (the “Prima Minority ShareholdersPayment Date”) own is paid and an aggregate assumed exchange rate of 2,423,232 shares CAD to US published by Bloomberg on the Payment as of Common Stock the end of Prima and options the preceding business day. Further notwithstanding anything to purchase 837,500 shares the contrary contained herein, this Section 4(b) shall only apply in the event LCR assigns the Purchased Units and/or Purchased SLP Interest to one or more third parties. In the event LCR assigns only a portion of Common Stock of Prima. Company and the Prima Minority Shareholders are parties Purchased Units and/or the Purchased SLP Interest to a Shareholders’ Agreement dated as of May 22third party, 2007 (the “Prima Agreement”) governing the capital stock of Prima, a copy of which has been furnished to Purchaser. At Closing, Purchaser any Shortfall Amount shall acquire the Company Common Stock subject to the equity interests in Prima held be proportionately reduced by the Prima Minority Shareholders and Purchased Units and/or the terms and conditions Purchased SLP Interest retained or redeemed by LCR or is affiliates. For clarity, no Shortfall Amount shall be due or payable under this Agreement with respect to any portion of the Prima Agreement, and no adjustment to the Purchase Price may be based on Purchased Units and/or Purchased SLP Interest retained and/or redeemed by LCR or arise out of such equity interest or the Prima Agreementits affiliates. (j) For purposes of this Section 2.3, the following terms shall be defined as set forth below:

Adjustment to the Purchase Price. (a) No later than [****] Business Days prior If any Installment shall have been paid by the Buyer, and Kolangon shall have failed to obtain all Required Permits on the date on which the Closing is scheduled to occur, Sellers’ Representative (on behalf of Sellers) shall deliver to Purchaser a good faith estimate of the Closing Balance Sheet (the “Estimated Closing Balance Sheet”) prepared on a consolidated basis, in accordance with GAAP and the policies, practices and methodologies used in connection with the preparation of the Balance Sheet and in the format used for the reference computations attached as Annex A hereto (the “Reference Computations”), and, based on such Estimated Closing Balance Sheet, Sellers’ representative shall also provide Purchaser with the following, each prepared by Sellers’ Representative in good faithAdjustment Date: (i) an estimate in respect of any one or more of the Company’s Working Capital as cities listed in Exhibit 3 (other than the cities of the Closing Date (the “Estimated Working Capital.”) (ii) an estimate of the Company’s Cash as of the Closing Date (the “Estimated Cash”.) (iii) an estimate of the amount of regulatory capital (including Cash) required to be maintained as of the Closing Date by MG Trust CompanyKrasnoyarsk, LLC (“MG Trust”) Kazan, Nizhni Novgorod, Ufa and MSCS Financial Services, LLC (“MSCS Financial”) ( the “Estimated Regulatory Capital”). (iv) an estimate of the Trust Net Capital Assets as of the Closing Date (the “Estimated Trust Net Capital Assets”). (v) an estimate of the Broker Net Capital Assets as of the Closing Date (the “Estimated Broker Net Capital Assets”). (b) Copies of all workpapers and other documents used in the calculation of Estimated Working Capital, Estimated Regulatory Capital, Estimated Trust Net Capital Assets and Estimated Broker Net Capital Assets as Purchaser may reasonably request in order for Purchaser to confirm to its reasonable satisfaction, the accuracy of Sellers Representative’s estimates under Section 2.3(a) and determine the adjustments, if any, to be made to the Purchase Price hereunder. (c) The Purchase Price payable as of the Closing Date shall be adjusted as follows: (i) increased by the amount by which Estimated Working Capital exceeds Target Working Capital, or decreased by the amount by which Estimated Working Capital is less than Target Working Capital; (ii) increased by the amount of Estimated Cash; (iii) decreased by the amount of Estimated Regulatory Capital; (iv) increased by any surplus or decreased by any deficit of Estimated Trust Net Capital Assets; and (v) increased by any surplus or decreased by any deficit of Estimated Broker Net Capital Assets. (d) As promptly as practicable, but no later than 60 days after the Closing Date, Purchaser will cause to be prepared and delivered to Sellers’ Representative a consolidated balance sheet of Company and Company Subsidiaries as of the close of business on the Closing Date (which shall reflect fully the effectuation of the transactions contemplated by this Agreement) prepared in accordance with GAAP and the policies, practices and methodologies used in connection with the preparation of the Balance Sheet and provided in the format used for the Reference Computations (the “Closing Balance Sheet”). The Closing Balance Sheet will be accompanied by a certificate of Purchaser specifying that it was prepared in accordance with the provisions of this Section and setting forth Purchaser’s calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets. If Sellers’ Representative disagrees with Purchaser’s calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets or Closing Broker Net Capital Assets, Sellers’ Representative may, within 45 days after Purchaser’s delivery of the Closing Balance Sheet, deliver a notice to Purchaser disagreeing with such calculation(sNovosibirsk), setting forth, in reasonable detail, Sellers’ Representative’s grounds for such disagreement, and specifying Sellers’ Representative’s calculation of such amount. (e) If a notice of disagreement shall be duly delivered pursuant to the preceding subsection, the Purchaser and Sellers’ Representative shall, during the 15 days following such delivery, use their reasonable best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets (as the case may be), which amount shall not be less than the amount thereof shown in Purchaser’s calculations delivered pursuant to Section 2.3(c) nor more than the amount thereof shown in Sellers’ calculation delivered pursuant to Section 2.3(d). If Purchaser and Sellers’ Representative are unable to reach such agreement during such period, they shall mutually agree upon independent accountants of nationally recognized standing reasonably satisfactory to Purchaser and Sellers’ Representative (who shall not have any material relationship with the Company, Purchaser or Sellers), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets (as the case may be). In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Purchaser’s calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets or Closing Broker Net Capital Assets (as the case may be) as to which Sellers have disagreed. Such independent accountants shall deliver to Purchaser and Sellers’ Representative, as promptly as practicable, a report setting forth such calculation. Such report shall be final and binding upon Purchaser and Sellers. The cost of such review and report shall be borne equally by Purchaser, on the one hand, and Sellers, on the other hand. (f) Purchaser and Sellers’ Representative agree that they will, and agree to cause their respective independent accountants and each of Company and Company Subsidiaries to, cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets and in the conduct of the audits and reviews referred to in this Section 2.3. (i) If Estimated Cash exceeds Final Cash, then the Purchase Price shall be decreased by the amount of USD four hundred six thousand six hundred sixty-seven ($406,667) for each such excess, and if Final Cash exceeds Estimated Cash, the Purchase Price shall be increased by the amount of such excess.city; and (ii) If Estimated Working Capital exceeds Final Working Capitalin respect of any one or more of the cities of Krasnoyarsk, Kazan, Nizhni Novgorod, Ufa and Novosibirsk, then the Purchase Price shall be decreased by the amount of USD one million ($1,000,000) for each such excesscity (the aggregate amount so determined on the Adjustment Date is the “Adjustment Amount”), and if Final Working Capital exceeds Estimated Working Capital, the Purchase Price shall be increased by the amount of such excess. (iii) If Estimated Regulatory Capital exceeds Final Regulatory Capital, the Purchase Price shall be increased by the amount of such excess, and if Final Regulatory Capital exceeds Estimated Regulatory Capital, then the Purchase Price shall be decreased by the amount of such excessAdjustment Amount. (ivb) If Estimated Trust Net Capital Assets exceeds Final Trust Net Capital AssetsWithin ten (10) Business Days following the Adjustment Date, Seller shall confirm to Buyer that Kolangon or the Purchase Price shall be decreased by relevant Kolangon Subsidiaries, as applicable has obtained the amount of such excessRequired Permits for the cities listed on Exhibit 3 hereto or, and if Final Trust Net Capital Assets exceeds Estimated Trust Net Capital Assetsthe Seller has failed to obtain any Required Permits, then the Purchase Price shall be increased by the amount of such excess. (v) If Estimated Broker Net Capital Assets exceeds Final Broker Net Capital Assets, the Purchase Price shall be decreased by the amount of such excess, and if Final Broker Net Capital Assets exceeds Estimated Broker Net Capital Assets, the Purchase Price shall be increased by the amount of such excess. (h) Upon the completion of all of the determinations set forth in Section 2.3(g), the increases and/or decreases to the Purchase Price resulting therefrom will be netted out and (i) any resulting payment to Sellers so required shall be directed by Sellers’ Representative to be made by Purchaser to the Paying Agent at a mutually convenient place within 10 days after such completion, and (ii) any resulting payment to Purchaser so required shall be made from the Escrow Amount to Purchaser at a mutually convenient place within 10 days after such completion, in either case by wire transfer of immediately available funds.Seller shall: (i) Company owns 4,000,000 shares of Series C Convertible Preferred Stock of Prima Capital Holding, Inc. (“Prima”) and certain employees of Prima (the “Prima Minority Shareholders”) own an aggregate of 2,423,232 shares of Common Stock of Prima and options to purchase 837,500 shares of Common Stock of Prima. Company and the Prima Minority Shareholders are parties to a Shareholders’ Agreement dated as of May 22, 2007 (the “Prima Agreement”) governing the capital stock of Prima, a copy of which has been furnished to Purchaser. At Closing, Purchaser shall acquire the Company Common Stock subject pay to the equity interests in Prima held by Buyer the Prima Minority Shareholders and Adjustment Amount within thirty (30) days following the terms and conditions Adjustment Date pursuant to Section 2.3(a) above; or (ii) deliver to the Buyer a written notice of commencement of the Prima Agreement, and no adjustment actions necessary to determine the Fair Value of the Seller’s Shares pursuant to the Purchase Price may Share Option Agreement. After determination of the Fair Value of the Seller’s Shares, Seller shall be based on or arise out of such equity interest or the Prima Agreement.entitled (in its sole discretion) to either : (j1) For purposes pay to the Buyer the Adjustment Amount within 10 days following the determination of this Section 2.3the Fair Value of the Seller’s Shares, or (2) discharge its obligations to pay the Adjustment Amount by transferring to the Buyer full title to the relevant number of the Seller’s Shares (free and clear of any Liens other than Permitted Liens referred to in paragraph (ii) of the definition of the Permitted Lien). with the aggregate Fair Value equal to the amount of the Adjustment Amount, provided that where such Fair Value shall be below the Adjustment Amount due, the following terms Seller shall be defined as set forth below:forthwith (but in any event on demand) pay the balance to the Buyer.

Adjustment to the Purchase Price. (a) No later than [****] Attached hereto as Schedule 2.2 is a preliminary statement (the ------------ "Preliminary Closing Statement") of the amounts of certain Assets and Assumed Liabilities of Seller as of the date hereof. The Preliminary Closing Statement includes only the following items: (i) prepaid expenses of the Business, (ii) accounts receivable of the Business Days described in Section 1.1(u) that were generated on or after April 28, 1999 (clauses (i) and (ii) collectively, the "Closing Assets"), and (iii) deferred revenue, accounts payable and other current liabilities (including, without limitation, customer credits, accrued vacation and sick pay of Seller's employees) of the Business (the "Closing Liabilities"). The Closing Liabilities shall not include any Tax Liabilities. Two business days prior to the Closing Date, Seller shall provide Buyer with an updated Preliminary Closing Statement (the "Updated Closing Statement") which, in Seller's best judgment, estimates the amounts of the Closing Assets and the Closing Liabilities as of the Closing Date. (b) The "prepaid expenses" included in the Closing Assets (i) shall be direct expenses incurred and paid by Seller prior to the Closing Date to unaffiliated third parties which inure to the benefit of Buyer from and after the Closing Date, including, without limitation, expenses in respect to Future Events, Future Publications and/or Future Ancillary Products; (ii) shall not include any management fees, salaries, other employee compensation or benefits, internal allocations, general office expenses or other overheads of the Business, whether incurred and/or paid by Seller; and (iii) shall include only those direct expenses which have been incurred and paid by Seller in the ordinary course of business consistent with Seller's past practice in operating the Business. The accounts receivable included in the Closing Assets shall include only those which arose in the ordinary course of business. (c) The "deferred revenue" included in the Closing Liabilities (i) shall consist of all exhibitor deposits, cancellation and forfeiture amounts, contractor commissions (if any), show and conference registration fees, sponsorship fees, advertising revenue, subscription revenue, prepayments and other miscellaneous revenue received by Seller as of the effective date on of such statement in respect to Future Events, Future Publications or Future Ancillary Products, (ii) shall include only deferred revenue which has been received by Seller in the ordinary course of business consistent with Seller's past practice in operating the Business and (iii) shall be recorded at fulfillment cost in the case of unfulfilled paid subscriptions to the Publication. The "accounts payable" included in the Closing Liabilities shall include all unpaid expenses of Seller of any nature which are related to Seller's Events, Seller's Publications, Seller's Ancillary Products or otherwise related to the operation of the Business prior to the effective date of such statement. The "other current liabilities" included in the Closing Liabilities shall include all outstanding customer credits, accrued vacation, sick pay and other current liabilities of the Business as of the effective date of such statement. (d) For purposes of this Agreement, the "Preliminary Adjustment" shall be the positive or negative, as applicable, amount by which the Closing Assets exceed the Closing Liabilities as set forth in the Updated Closing Statement. In the event that the Preliminary Adjustment is scheduled to occura positive amount, Sellers’ Representative then the Purchase Price (on behalf of Sellersand, correspondingly, the Closing Payment) shall deliver to Purchaser a good faith estimate be increased by the amount of the Preliminary Adjustment. In the event that the Preliminary Adjustment is a negative amount, then the Purchase Price (and, correspondingly, the Closing Balance Sheet (Payment) shall be decreased by the “Estimated Closing Balance Sheet”) prepared on a consolidated basis, in accordance with GAAP and the policies, practices and methodologies used in connection with the preparation amount of the Balance Sheet and in the format used for the reference computations attached as Annex A hereto (the “Reference Computations”), and, based on such Estimated Closing Balance Sheet, Sellers’ representative shall also provide Purchaser with the following, each prepared by Sellers’ Representative in good faith:Preliminary Adjustment. (ie) an estimate As soon as reasonably practicable after the Closing Date but not later than seventy-five (75) days following the Closing Date, Buyer and Seller shall jointly establish a definitive statement of the Company’s Working Capital Closing Assets and Closing Liabilities as of the Closing Date (the “Estimated Working Capital.”"Final Closing Statement") . The Final Closing Statement (i) shall include only the Closing Assets and the Closing Liabilities, (ii) an estimate shall be prepared on a basis consistent with and shall follow the format of the Company’s Cash as of Preliminary Closing Statement and the Updated Closing Date (the “Estimated Cash”.) Statement, and (iii) an estimate shall further update the Updated Closing Statement by reflecting any changes to the Updated Closing Statement which are necessary as a result of the amount of regulatory capital (including Cash) required disbursements or receipts which were made or received too late to be maintained as of the Closing Date by MG Trust Company, LLC (“MG Trust”) and MSCS Financial Services, LLC (“MSCS Financial”) ( the “Estimated Regulatory Capital”). (iv) an estimate of the Trust Net Capital Assets as of the Closing Date (the “Estimated Trust Net Capital Assets”). (v) an estimate of the Broker Net Capital Assets as of the Closing Date (the “Estimated Broker Net Capital Assets”). (b) Copies of all workpapers and other documents used reflected in the calculation Updated Closing Statement, computational or other errors which may have been made in preparing the Updated Closing Statement, or for any other reason consistent with this Agreement. For purposes of Estimated Working Capital, Estimated Regulatory Capital, Estimated Trust Net Capital Assets and Estimated Broker Net Capital Assets as Purchaser may reasonably request in order for Purchaser to confirm to its reasonable satisfactionthis Agreement, the accuracy of Sellers Representative’s estimates under Section 2.3(a) and determine the adjustments, if any, to be made to the Purchase Price hereunder. (c) The Purchase Price payable as of the Closing Date "Final Adjustment" shall be adjusted as follows: (i) increased by the amount by which Estimated Working Capital exceeds Target Working Capital, or decreased by the amount by which Estimated Working Capital is less than Target Working Capital; (ii) increased by the amount of Estimated Cash; (iii) decreased by the amount of Estimated Regulatory Capital; (iv) increased by any surplus or decreased by any deficit of Estimated Trust Net Capital Assets; and (v) increased by any surplus or decreased by any deficit of Estimated Broker Net Capital Assets. (d) As promptly as practicable, but no later than 60 days after the Closing Date, Purchaser will cause to be prepared and delivered to Sellers’ Representative a consolidated balance sheet of Company and Company Subsidiaries as of the close of business on Assets exceed the Closing Date (which shall reflect fully the effectuation of the transactions contemplated by this Agreement) prepared in accordance with GAAP and the policies, practices and methodologies used in connection with the preparation of the Balance Sheet and provided Liabilities as set forth in the format used for the Reference Computations (the “Final Closing Balance Sheet”). The Closing Balance Sheet will be accompanied by a certificate of Purchaser specifying that it was prepared in accordance with the provisions of this Section and setting forth Purchaser’s calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets. If Sellers’ Representative disagrees with Purchaser’s calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets or Closing Broker Net Capital Assets, Sellers’ Representative may, within 45 days after Purchaser’s delivery of the Closing Balance Sheet, deliver a notice to Purchaser disagreeing with such calculation(s), setting forth, in reasonable detail, Sellers’ Representative’s grounds for such disagreement, and specifying Sellers’ Representative’s calculation of such amount. (e) If a notice of disagreement shall be duly delivered pursuant to the preceding subsection, the Purchaser and Sellers’ Representative shall, during the 15 days following such delivery, use their reasonable best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets (as the case may be), which amount shall not be less than the amount thereof shown in Purchaser’s calculations delivered pursuant to Section 2.3(c) nor more than the amount thereof shown in Sellers’ calculation delivered pursuant to Section 2.3(d). If Purchaser and Sellers’ Representative are unable to reach such agreement during such period, they shall mutually agree upon independent accountants of nationally recognized standing reasonably satisfactory to Purchaser and Sellers’ Representative (who shall not have any material relationship with the Company, Purchaser or Sellers), promptly to review this Agreement and the disputed items or amounts for the purpose of calculating Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets (as the case may be). In making such calculation, such independent accountants shall consider only those items or amounts in the Closing Balance Sheet or Purchaser’s calculation of Closing Date Cash, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets or Closing Broker Net Capital Assets (as the case may be) as to which Sellers have disagreed. Such independent accountants shall deliver to Purchaser and Sellers’ Representative, as promptly as practicable, a report setting forth such calculation. Such report shall be final and binding upon Purchaser and Sellers. The cost of such review and report shall be borne equally by Purchaser, on the one hand, and Sellers, on the other handStatement. (f) Purchaser and Sellers’ Representative agree In the event that they will, and agree the parties are unable to cause their respective independent accountants and each of Company and Company Subsidiaries to, cooperate and assist in resolve any dispute regarding the preparation of the Final Closing Balance Sheet Statement within seventy-five (75) days following the Closing Date hereof (or such longer period as the parties may hereafter agree), the parties shall submit all matters that remain in dispute to Deloitte & Touche, LLP or, if such firm is unavailable for any reason, another nationally recognized firm of independent public accountants (which firm shall not be the auditor for any party and shall otherwise be selected by mutual agreement of the parties), for accounting arbitration. The parties shall use all reasonable efforts to cause such firm to render a decision resolving the matters submitted to it and, thereby, establish the amount of the Final Adjustment within thirty (30) days following submission. Judgment may be entered upon the determination of such firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of such firm shall be paid by the party whose calculation of the Final Adjustment is further (in dollar amount) from the calculation of Closing Date Cashthe Final Adjustment by the firm. Absent fraud or manifest error, Closing Working Capital, Closing Regulatory Capital, Closing Trust Net Capital Assets and Closing Broker Net Capital Assets and in the conduct determination of such firm as to the audits and reviews referred to in this Section 2.3Final Adjustment shall be final. (ig) If Estimated Cash exceeds the Final CashAdjustment is a greater amount than the Preliminary Adjustment, Buyer shall, within ten (10) business days after the Purchase Price shall be decreased by date of such determination, pay to Seller the amount of such excessdifference by wire transfer in immediately available funds. If Buyer fails to make such payment within such ten (10) business day period, (i) such payment shall accrue interest from and if after such date at the prime rate as published in The Wall Street Journal plus two percent (2%) and (ii) Buyer shall pay all of Seller's costs of collection (including reasonable attorney fees). If the Final Cash exceeds Estimated CashAdjustment is a lesser amount than the Preliminary Adjustment, Seller shall, within ten (10) business days after the Purchase Price shall be increased by date of such determination, pay to Buyer the amount of such excess. difference by wire transfer in immediately available funds. If Seller fails to make such payment within such ten (ii10) If Estimated Working Capital exceeds Final Working Capitalbusiness day period, the Purchase Price Buyer shall be decreased by entitled to set-off the amount of such excess, and if Final Working Capital exceeds Estimated Working Capital, payment against the Purchase Price shall be increased by the amount of such excess. (iii) If Estimated Regulatory Capital exceeds Final Regulatory Capital, the Purchase Price shall be increased by the amount of such excess, and if Final Regulatory Capital exceeds Estimated Regulatory Capital, the Purchase Price shall be decreased by the amount of such excess. (iv) If Estimated Trust Net Capital Assets exceeds Final Trust Net Capital Assets, the Purchase Price shall be decreased by the amount of such excess, and if Final Trust Net Capital Assets exceeds Estimated Trust Net Capital Assets, the Purchase Price shall be increased by the amount of such excess. (v) If Estimated Broker Net Capital Assets exceeds Final Broker Net Capital Assets, the Purchase Price shall be decreased by the amount of such excess, and if Final Broker Net Capital Assets exceeds Estimated Broker Net Capital Assets, the Purchase Price shall be increased by the amount of such excess. (h) Upon the completion of all of the determinations set forth Notes in Section 2.3(g), the increases and/or decreases to the Purchase Price resulting therefrom will be netted out and (i) any resulting payment to Sellers so required shall be directed by Sellers’ Representative to be made by Purchaser to the Paying Agent at a mutually convenient place within 10 days after such completion, and (ii) any resulting payment to Purchaser so required shall be made from the Escrow Amount to Purchaser at a mutually convenient place within 10 days after such completion, in either case by wire transfer of immediately available funds. (i) Company owns 4,000,000 shares of Series C Convertible Preferred Stock of Prima Capital Holding, Inc. (“Prima”) and certain employees of Prima (the “Prima Minority Shareholders”) own an aggregate of 2,423,232 shares of Common Stock of Prima and options to purchase 837,500 shares of Common Stock of Prima. Company and the Prima Minority Shareholders are parties to a Shareholders’ Agreement dated as of May 22, 2007 (the “Prima Agreement”) governing the capital stock of Prima, a copy of which has been furnished to Purchaser. At Closing, Purchaser shall acquire the Company Common Stock subject to the equity interests in Prima held by the Prima Minority Shareholders and accordance with the terms and conditions of the Prima Agreement, and no adjustment to the Purchase Price may be based on or arise out of such equity interest or the Prima Agreementthereof. (j) For purposes of this Section 2.3, the following terms shall be defined as set forth below: