Common use of Adjustments to Purchase Price Clause in Contracts

Adjustments to Purchase Price. Within sixty (60) days after the Closing, Seller shall examine its books and records and determine the accuracy of the information set forth in the Closing Statement and deliver to Purchaser an updated closing statement setting forth the actual computation of the Purchase Price for the Branches (the “Final Closing Statement”). Without limiting the generality of the foregoing, the Final Closing Statement shall include an update to address any Extensions of Credit To Be Repurchased. The Final Closing Statement shall become final and binding on Purchaser and Seller unless Purchaser gives written notice to Seller of its actual or potential disagreement with respect to any item included in such Final Closing Statement before 5:00 p.m. on the tenth (10th) Business Day after its delivery to Purchaser. Seller and Purchaser shall use their reasonable best efforts to resolve the disagreement or concern during the ten (10) Business Day period following receipt by Seller of such notice. If the disagreement or concern is not resolved during such ten (10) Business Day period, then the dispute shall be referred to an independent accounting firm of nationally recognized standing proposed by Seller (and approved by Purchaser unless good cause exists for disapproval) that has not represented any of the parties hereto within the preceding two (2) years, and such Final Closing Statement shall be modified, if required, by the independent accounting firm, and thereupon, such Final Closing Statement shall become final and binding. The cost of the independent accounting firm shall be shared and paid by Purchaser and/or Seller, each of whom will pay an amount equal to the aggregate amount of such accounting firm’s fees and expenses multiplied by a fraction, the numerator of which is the portion of all contested amounts not awarded to such party and the denominator of which is the aggregate of all contested amounts, each as determined by such accounting firm. Once the Final Closing Statement has become final and binding, and in the event that such Final Closing Statement differs from the Closing Statement, the consideration hereunder shall be adjusted in accordance with such Final Closing Statement as follows: (a) if the sum of the Purchase Price and the Settlement Payment for the Branches exceeds the Assumed Deposits set forth in the Final Closing Statement for the Branches, Purchaser shall pay Seller an amount equal to such difference; or (b) if the Assumed Deposits set forth in the Final Closing Statement for the Branches exceed the sum of the Purchase Price and the Settlement Payment for the Branches, Seller shall pay Purchaser an amount equal to such difference (a “Final Settlement Payment”). In either case, interest at the Federal Funds Rate from the Closing Date to, but excluding the date of the Final Settlement Payment, shall be included in the Final Settlement Payment. Any Final Settlement Payment shall be paid within ten (10) Business Days after the Final Closing Statement has become final and binding. The Final Settlement Payment shall be made in cash by wire transfer of immediately available funds on or before 4:00 p.m. local time on the date of payment to an account specified by the receiving party. The Final Settlement Payment shall, for all purposes, be considered an adjustment to the Purchase Price.

Adjustments to Purchase Price. Within sixty (601) days after Solely for purposes of facilitating the Closingcalculation of the cash due Buyer or Seller, as applicable, on the Closing Date, Seller shall examine its books provide to Buyer prior to the Closing Date the Draft Closing Statement. (2) On or before 12:00 noon Eastern Time on the 30th day following the Closing Date (the “Adjustment Date”), Seller shall deliver to Buyer the Final Closing Statement and records Seller shall make available to Buyer such work papers, schedules and determine other supporting data used to calculate and prepare the accuracy of the information Final Closing Statement (and as may be requested by Buyer) to enable Buyer to verify such determinations set forth in the Final Closing Statement. (3) If, within 30 days following the date of receipt by Buyer of the Final Closing Statement, Buyer does not dispute any items contained in the Final Closing Statement or omitted therefrom, then the Final Closing Statement shall be final and deliver to Purchaser an updated closing statement setting forth binding upon the actual computation of parties. In the Purchase Price for event that Buyer disputes any items contained in the Branches Final Closing Statement or omitted therefrom, such disputes shall be resolved in the following manner: (A) Buyer shall notify Seller in writing (the “Notice of Disagreement”) of such dispute within 30 days after Buyer’s receipt of the Final Closing Statement, which notice shall specify in reasonable detail the nature of the dispute, indicating those specific items that are in dispute (the “Disputed Items”). Without limiting Any items in the generality Final Closing Statement that are not Disputed Items shall be final, binding and conclusive for all purposes hereunder. (B) During the 30-day period following Seller’s receipt of a Notice of Disagreement from Buyer, Seller and Buyer shall use commercially reasonable efforts to resolve the Disputed Items. If, at the end of such 30-day period, the parties have reached written agreement with respect to all or a portion of the foregoingmatters covered by a Notice of Disagreement, the Final Closing Statement shall include an update be adjusted to address any Extensions of Credit To Be Repurchased. The Final Closing Statement reflect such mutual written agreement and shall become final final, binding and binding on Purchaser and Seller unless Purchaser gives written notice to Seller of its actual or potential disagreement conclusive upon the parties hereto with respect to any item included all matters that are not Unresolved Changes. (C) If, at or before the end of the 30-day period specified in such Final Closing Statement before 5:00 p.m. on the tenth (10thSection 3(b)(3)(B) Business Day after its delivery above, Buyer and Seller shall have failed to Purchaser. Seller and Purchaser shall use their reasonable best efforts reach a written agreement with respect to resolve the disagreement all or concern during the ten (10) Business Day period following receipt by Seller a portion of such noticeDisputed Items (those Disputed Items that remain in dispute at the end of such period are the “Unresolved Changes”), then Buyer and Seller shall promptly refer the Unresolved Changes to Xxxxx Xxxxxxx LLP, or, in the event such accounting firm refuses or is unable to make a determination, a mutually agreeable nationally recognized independent certified public accounting firm (the “Firm”) to make a determination as to the subject matter of the Unresolved Changes. If Buyer and Seller fail to agree on a Firm within 15 days after the disagreement or concern is not resolved during such ten (10end of the 30-day period specified in Section 3(b)(3)(B) Business Day periodabove, then the dispute Firm shall be referred selected by the American Arbitration Association. The Firm shall be directed to an independent accounting firm of nationally recognized standing proposed by Seller (issue its written decision regarding the Unresolved Changes as promptly as practicable and approved by Purchaser unless good cause exists for disapproval) that has not represented in any event within 30 days following the submission of the parties hereto within Unresolved Changes to the preceding two (2) yearsFirm for resolution, and such Final Closing Statement shall be modified, if required, by the independent accounting firmdecision, and thereupon, such Final Closing Statement shall become final and binding. The cost of the independent accounting firm shall be shared and paid by Purchaser and/or Seller, each of whom will pay an amount equal to the aggregate amount of such accounting firm’s fees and expenses multiplied by a fraction, the numerator of which is the portion of all contested amounts not awarded to such party and the denominator of which is the aggregate of all contested amounts, each as determined by such accounting firm. Once the Final Closing Statement has become final as adjusted to reflect the Firm Determination, shall be final, binding and bindingconclusive on the parties. Seller and Buyer agree to fully cooperate with and provide any information requested by such Firm. In the event Unresolved Changes are submitted to the Firm for resolution as provided herein, the fees, charges and expenses of the Firm (the “Firm Expenses”) shall be borne and paid equally by Buyer and Seller. As used in this subsection C, “Disputed Amount” means the difference between Buyer’s and Seller’s respective calculations of the Unresolved Changes, and in “Firm Determination” means the event that such Final Closing Statement differs from amount with respect to the Closing Statement, Unresolved Changes determined by the consideration hereunder shall be adjusted Firm in accordance with such Final Closing Statement as follows: (a) if the sum of the Purchase Price and the Settlement Payment for the Branches exceeds the Assumed Deposits set forth in the Final Closing Statement for the Branches, Purchaser shall pay Seller an amount equal to such difference; or (b) if the Assumed Deposits set forth in the Final Closing Statement for the Branches exceed the sum of the Purchase Price and the Settlement Payment for the Branches, Seller shall pay Purchaser an amount equal to such difference (a “Final Settlement Payment”). In either case, interest at the Federal Funds Rate from the Closing Date to, but excluding the date of the Final Settlement Payment, shall be included in the Final Settlement Payment. Any Final Settlement Payment shall be paid within ten (10) Business Days after the Final Closing Statement has become final and binding. The Final Settlement Payment shall be made in cash by wire transfer of immediately available funds on or before 4:00 p.m. local time on the date of payment to an account specified by the receiving party. The Final Settlement Payment shall, for all purposes, be considered an adjustment to the Purchase Price.this subsection C.

Adjustments to Purchase Price. Within The Purchase Price shall be subject to adjustment at and/or subsequent to the Closing at the times and as provided in this Section 1.3. (a) Seller (on or prior to the Closing Date) shall notify Purchaser in writing if any of the Company’s licenses or accreditations to transact insurance or reinsurance business in the jurisdictions listed on Schedule 2.4 or any of the authorizations under each of those licenses or accreditations to write specific lines of insurance or reinsurance business (collectively the “Licenses”, and each such jurisdiction a “Licensed State”) have been and continue to be rescinded, terminated, revoked, nonrenewed, suspended or are in a proceeding with respect to any of the foregoing or are otherwise materially restricted or impaired (a “Rescinded License”) at the time of the Closing as a result of conduct (or a failure to act) occurring prior to the Closing Date by the Seller, the Company or their respective Affiliates. After the Closing Date, if any of the Licenses becomes and continues to be a Rescinded License as a result of conduct (or a failure to act) occurring prior to the Closing Date by the Seller, the Company or their respective Affiliates, Purchaser shall notify Seller in writing prior to the date that is sixty (60) days following the Closing Date. (b) Prior to and on the Closing Date, the Seller, at its own expense, will use its reasonable efforts, with the cooperation of the Purchaser, as needed, to eliminate, cure or resolve any restriction, impairment or proceeding resulting in a License being a Rescinded License, so as to enable the Company to continue writing all lines of insurance and reinsurance business in such states that the Company was licensed or accredited to write prior to such License becoming a Rescinded License (such elimination or cure, a “License Cure”). After the Closing Date, the Purchaser, at Seller’s expense, will use its reasonable efforts, with the cooperation of Seller, to obtain License Cures; provided, that (i) the Purchaser shall, in good faith, give due consideration to any and all recommendations of the Seller in connection with obtaining a License Cure, (ii) the expenses incurred in connection with a License Cure must be reasonable for a matter of such nature and (iii) in no event shall the Seller’s expenses exceed the amount of the License Value for such License. (c) If there is any Licensed State in which a Rescinded License exists on and as of the Closing Date and, notwithstanding the exercise of Seller’s reasonable efforts, the Seller fails to obtain a License Cure prior to the Closing Date with respect thereto, the Purchaser shall withhold the License Value with respect to such Licensed State from the Purchase Price otherwise payable by the Purchaser to the Seller on the Closing Date; provided, however, that (i) if such License Cure has been obtained prior to the date that is three (3) months after the Closing Date, then the Purchaser shall promptly (but in any event no more than fifteen (15) days following such License Cure) pay to the Seller the full License Value for such Licensed State, and (ii) if such License Cure has been obtained after the three (3) month anniversary of the Closing Date but prior to the date that is six (6) months after the Closing Date, then the Purchaser shall promptly (but in any event no more than fifteen (15) days following such License Cure) pay to the Seller seventy-five percent (75%) of the License Value for such Licensed State. For the avoidance of doubt, with respect to this Section 1.3(c), any License Cure obtained after the six (6) month anniversary of the Closing Date shall not entitle the Seller to payment of any part of the License Value with respect to such Licensed State. (d) If there is any Licensed State where a License becomes a Rescinded License after the Closing Date and prior to the date that is sixty (60) days following the Closing attributable to the action (or failure to act) of the Seller, the Company or their respective Affiliates prior to the Closing Date, (i) the Purchaser will notify the Seller of such status as a Rescinded License promptly after the Purchaser receives written notice of such Rescinded License and provide to Seller any information available to the Purchaser as to the reason for such Rescinded License, and (ii) notwithstanding the exercise of Purchaser’s reasonable efforts to obtain a License Cure, the Seller will promptly (but in any event no more than fifteen (15) days following such deadlines below) pay to the Purchaser with respect to such Licensed State (A) twenty-five percent (25%) of the License Value, if such License Cure has not been obtained prior to the date that is three (3) months after the date when the License became a Rescinded License, and (B) the remaining seventy-five percent (75%) of the License Value if such License Cure has not been obtained prior to the date that is six (6) months after the date when the License became a Rescinded License. For the avoidance of doubt, with respect to this Section 1.3(d), if the License Cure is obtained after the six (6) month anniversary of the date when the License became a Rescinded License, the Purchaser shall be entitled to repayment in full of the License Value with respect to such Licensed State. (e) (i) No later than sixty (60) days after the ClosingClosing Date, Seller Purchaser shall examine its books and records and determine the accuracy of the information set forth in the Closing Statement and deliver to Purchaser an updated closing Seller a statement setting forth the actual computation of the Purchase Price for the Branches (the “Final Closing Statement”). Without limiting ) setting forth the generality balance sheet of the foregoingCompany as of the Closing Date, prepared in good faith from the books and records of the Company and in accordance with Statutory Accounting Principles in effect as of the Closing Date. Seller shall have thirty (30) days from the date on which the Final Closing Statement shall include an update is delivered to address any Extensions of Credit To Be Repurchased. The Final Closing Statement shall become final and binding on Purchaser and Seller unless Purchaser gives written notice to Seller of its actual or potential disagreement with respect to any item included in review such Final Closing Statement before 5:00 p.m. on statement (the tenth (10th) Business Day after its delivery to Purchaser. Seller and Purchaser shall use their reasonable best efforts to resolve the disagreement or concern during the ten (10) Business Day period following receipt by Seller of such notice. If the disagreement or concern is not resolved during such ten (10) Business Day period, then the dispute shall be referred to an independent accounting firm of nationally recognized standing proposed by Seller (and approved by Purchaser unless good cause exists for disapproval) that has not represented any of the parties hereto within the preceding two (2) years, and such Final Closing Statement shall be modified, if required, by the independent accounting firm, and thereupon, such Final Closing Statement shall become final and binding. The cost of the independent accounting firm shall be shared and paid by Purchaser and/or Seller, each of whom will pay an amount equal to the aggregate amount of such accounting firm’s fees and expenses multiplied by a fraction, the numerator of which is the portion of all contested amounts not awarded to such party and the denominator of which is the aggregate of all contested amounts, each as determined by such accounting firm. Once the Final Closing Statement has become final and binding, and in the event that such Final Closing Statement differs from the Closing Statement, the consideration hereunder shall be adjusted in accordance with such Final Closing Statement as follows: (a) if the sum of the Purchase Price and the Settlement Payment for the Branches exceeds the Assumed Deposits set forth in the Final Closing Statement for the Branches, Purchaser shall pay Seller an amount equal to such difference; or (b) if the Assumed Deposits set forth in the Final Closing Statement for the Branches exceed the sum of the Purchase Price and the Settlement Payment for the Branches, Seller shall pay Purchaser an amount equal to such difference (a “Final Settlement PaymentReview Period”). In either case, interest at the Federal Funds Rate from the Closing Date to, but excluding the date of the Final Settlement Payment, shall be included in the Final Settlement Payment. Any Final Settlement Payment shall be paid within ten (10) Business Days after the Final Closing Statement has become final and binding. The Final Settlement Payment shall be made in cash by wire transfer of immediately available funds on or before 4:00 p.m. local time on the date of payment to an account specified by the receiving party. The Final Settlement Payment shall, for all purposes, be considered an adjustment to the Purchase Price.

Adjustments to Purchase Price. Within sixty (60) days after the Closing, Seller shall examine its books and records and determine the accuracy of the information set forth in the Closing Statement and deliver to Purchaser an updated closing statement setting forth the actual computation of the The Purchase Price for the Branches (the “Final Closing Statement”). Without limiting the generality of the foregoing, the Final Closing Statement shall include an update to address any Extensions of Credit To Be Repurchased. The Final Closing Statement shall become final and binding on Purchaser and Seller unless Purchaser gives written notice to Seller of its actual or potential disagreement with respect to any item included in such Final Closing Statement before 5:00 p.m. on the tenth (10th) Business Day after its delivery to Purchaser. Seller and Purchaser shall use their reasonable best efforts to resolve the disagreement or concern during the ten (10) Business Day period following receipt by Seller of such notice. If the disagreement or concern is not resolved during such ten (10) Business Day period, then the dispute shall be referred to an independent accounting firm of nationally recognized standing proposed by Seller (and approved by Purchaser unless good cause exists for disapproval) that has not represented any of the parties hereto within the preceding two (2) years, and such Final Closing Statement shall be modified, if required, by the independent accounting firm, and thereupon, such Final Closing Statement shall become final and binding. The cost of the independent accounting firm shall be shared and paid by Purchaser and/or Seller, each of whom will pay an amount equal to the aggregate amount of such accounting firm’s fees and expenses multiplied by a fraction, the numerator of which is the portion of all contested amounts not awarded to such party and the denominator of which is the aggregate of all contested amounts, each as determined by such accounting firm. Once the Final Closing Statement has become final and binding, and in the event that such Final Closing Statement differs from the Closing Statement, the consideration hereunder shall may be adjusted in accordance with such Final Closing Statement as followsunder the following circumstances: Page 11 (a) if the sum Title. Seller shall provide to Purchaser Parent copies of all vesting deeds and surveys of the Purchase Price Property in its possession and prior year’s tax receipts from all taxing authorities for each tract identified therein. Purchaser Parent shall have until expiration of the Inspection Period to obtain a title insurance commitment and to notify Seller, in writing, of Purchaser Parent’s disapproval of any exceptions shown in the Title Commitment other than the Standard Timberland Title Exceptions, or other objections known to and discovered by Purchaser Parent at that time. The Standard Timberland Title Exceptions and those exceptions that are not objected to and the Settlement Payment for the Branches exceeds the Assumed Deposits set forth in the Final Closing Statement for the Branches, Title Defects that are accepted by Purchaser shall pay Seller an amount equal to such difference; or (b) if the Assumed Deposits set forth in the Final Closing Statement for the Branches exceed the sum of the Purchase Price and the Settlement Payment for the Branches, Seller shall pay Purchaser an amount equal to such difference (a “Final Settlement Payment”). In either case, interest at the Federal Funds Rate from the Closing Date to, but excluding the date of the Final Settlement Payment, Parent shall be included in deemed to be the Final Settlement Payment. Any Final Settlement Payment shall be paid “Permitted Exceptions.” If Purchaser Parent notifies Seller within ten (10) Business Days days after the Final expiration of the Inspection Period that it disapproves of any exceptions listed on the Title Commitment or otherwise discovered by Purchaser Parent, Seller shall have ten (10) days after receiving the disapproval notice to remove the exceptions, provide Purchaser Parent with reasonable assurances of the manner in which the exceptions will be removed before the Closing Statement has become final and bindingor deliver notice it does not intend to cure some or any of them. The Final Settlement Payment If Seller does not remove the material exceptions or provide Purchaser Parent with such assurances that are acceptable to Purchaser Parent, such disapproved title exceptions shall be made deemed title defects (“Title Defects”), in cash which case, Purchaser Parent shall have the option, in its sole discretion, within 10 days of Seller’s response to: (i) take the Timberland Property subject to the Title Defects; or (ii) reject the portions of the Timberland Property affected by wire transfer such Title Defects (the “Title Defect Parcels”); provided, however, that the creation, configuration, and size of immediately available funds any Title Defect Parcel shall be in economically and commercially viable size and location and shall be in compliance with all applicable land use and development standards and shall be determined by Seller in its reasonable business judgment after consulting with Purchaser Parent but in no event to exceed eighty (80) additional acres beyond the acreage affected by the Title Defect. In the event any subdivision or record plan or other mechanism to legally subdivide and retain title to the Title Defect Parcel is required (the “Subdivision Approval”) the same shall be undertaken at Purchaser Parent’s sole cost and expense on or before 4:00 p.m. local time on the date of payment Closing Date, with Seller agreeing to an account specified reasonably cooperate in processing the same. If the Subdivision Approval is not obtained by the receiving partyClosing Date, the entire Tract(s) containing the Title Defect Parcel shall be excluded from the Timberland Property. The Final Settlement Payment shall, for all purposes, be considered Purchaser Parent may exclude only four (4) Title Defect Parcels in the aggregate. Seller shall provide Purchaser an adjustment to the Purchase PricePrice at Closing for the average price per acre shown on the Value Table for the number of acres deleted by Seller as a result of the Title Defect. In such circumstance, the Purchase Price shall be decreased by the aggregate value of all Title Defect Parcels determined according to the Value Table. For purposes of this Article, a parcel acquired by Seller by quitclaim deed shall not be deemed a Title Defect Parcel based solely on the fact that title was acquired by quitclaim deed; provided, however, that the Title Commitment does not indicate an exception to the title or Purchaser Parent does not otherwise identify an objection to title other than the fact that the tract was transferred by quitclaim deed.

Adjustments to Purchase Price. Within sixty Except with respect to adjustments to the Purchase Price (60a) for indemnification payments pursuant to Article IX or Section 6.14, (b) pursuant to Section 6.17 and (c) for payment of any Target Bonus (including, without limitation, the employer share of any employment related Taxes with respect to such Target Bonus), within one hundred twenty (120) days after the Closing, Seller shall examine its books and records and determine the accuracy of the information set forth in the Closing Statement and deliver to Purchaser an updated closing statement setting forth the actual computation of the Purchase Price for the Branches Date (the “Final Closing StatementSettlement Date”). Without limiting the generality of the foregoing, the Final Closing Statement shall include an update Buyer will prepare and deliver to address any Extensions of Credit To Be Repurchased. The Final Closing Statement shall become final and binding on Purchaser and Seller unless Purchaser gives written notice to Seller of its actual or potential disagreement with respect to any item included in such Final Closing Statement before 5:00 p.m. on the tenth (10th) Business Day after its delivery to Purchaser. Seller and Purchaser shall use their reasonable best efforts to resolve the disagreement or concern during the ten (10) Business Day period following receipt by Seller of such notice. If the disagreement or concern is not resolved during such ten (10) Business Day periodSellers, then the dispute shall be referred to an independent accounting firm of nationally recognized standing proposed by Seller (and approved by Purchaser unless good cause exists for disapproval) that has not represented any of the parties hereto within the preceding two (2) years, and such Final Closing Statement shall be modified, if required, by the independent accounting firm, and thereupon, such Final Closing Statement shall become final and binding. The cost of the independent accounting firm shall be shared and paid by Purchaser and/or Seller, each of whom will pay an amount equal to the aggregate amount of such accounting firm’s fees and expenses multiplied by a fraction, the numerator of which is the portion of all contested amounts not awarded to such party and the denominator of which is the aggregate of all contested amounts, each as determined by such accounting firm. Once the Final Closing Statement has become final and binding, and in the event that such Final Closing Statement differs from the Closing Statement, the consideration hereunder shall be adjusted in accordance with such this Agreement and GAAP, a proposed statement (the “Final Closing Statement as follows: (aSettlement Statement”) if the sum of setting forth each adjustment to the Purchase Price required under this Agreement and showing the calculation of such adjustments and the Settlement Payment for the Branches exceeds the Assumed Deposits resulting final Purchase Price (as set forth in the Final Closing Settlement Statement, the “Final Price”). As soon as practicable, and in any event within thirty (30) days, after receipt of the preliminary Final Settlement Statement, Sellers shall return a written report containing any proposed changes to the preliminary Final Settlement Statement for and an explanation of any such changes and the Branches, Purchaser shall pay Seller an amount equal to such difference; or reasons therefor (b) if the Assumed Deposits “Dispute Notice”). If the Final Price set forth in the Final Closing Settlement Statement for is mutually agreed upon by Sellers and Buyer, the Branches exceed Final Settlement Statement and the sum of Final Price, as mutually agreed upon by Sellers and Buyer, shall be final and binding on the parties hereto. Any difference in the Purchase Price as paid at Closing pursuant to the Closing Statement and the Settlement Payment for the Branches, Seller shall pay Purchaser an amount equal to such difference (a “Final Settlement Payment”). In either case, interest at the Federal Funds Rate from the Closing Date to, but excluding the date of the Final Settlement Payment, shall be included in the Final Settlement Payment. Any Final Settlement Payment Price shall be paid by the owing party within ten (10) Business Days after days to the Final Closing Statement has become final and binding. The Final Settlement Payment shall be made in cash owed party by wire transfer of or other immediately available funds on with such payments to be made, whether to or before 4:00 p.m. local time on by Sellers, in accordance with the date pro rata portion of payment to an account specified by the receiving party. The Final Settlement Payment shall, for all purposes, be considered an adjustment to the Purchase PricePrice received by Sellers.

Adjustments to Purchase Price. (a) The Purchase Price shall be increased or decreased, as the case may be, * (the “Purchase Price Adjustment”). (b) Within sixty (60) 10 days after the ClosingClosing Date, Seller Buyer shall examine its books conduct a physical count of Seller’s Inventory on-hand and records and determine the accuracy Buyer shall provide a calculation in reasonable detail of the information set forth in the Closing Statement and deliver to Purchaser an updated closing statement setting forth the actual computation of *, if any, and, if applicable, the Purchase Price for the Branches Adjustment (the “Final Closing Statement”). Without limiting Seller will cooperate with Buyer in connection with the generality preparation of the foregoingClosing Statement. (c) At any time within 10 days following the delivery of the Closing Statement pursuant to Section 3.2(b) hereof, Seller may deliver a written objection specifying those items on the Closing Statement which it disputes (such items, the Final “Disputed Items”). If Seller does not so object in writing, the Closing Statement shall include an update to address any Extensions of Credit To Be Repurchased. The Final Closing Statement shall become be final and binding on Purchaser and Seller unless Purchaser gives written notice to Seller of its actual or potential disagreement with respect to any item included in such Final Closing Statement before 5:00 p.m. on the tenth (10th) Business Day after its delivery to Purchaser. Seller and Purchaser shall use their reasonable best efforts to resolve the disagreement or concern during the ten (10) Business Day period following receipt by Seller of such noticeparties. If the disagreement or concern is not resolved during such ten (10) Business Day period, then the dispute shall be referred Seller objects to an independent accounting firm of nationally recognized standing proposed by Seller (and approved by Purchaser unless good cause exists for disapproval) that has not represented any of the parties hereto within the preceding two (2) years, and such Final Closing Statement shall be modified, if required, by the independent accounting firm, and thereupon, such Final Closing Statement shall become final and binding. The cost of the independent accounting firm shall be shared and paid by Purchaser and/or Seller, each of whom will pay an amount equal to the aggregate amount of such accounting firm’s fees and expenses multiplied by a fraction, the numerator of which is the portion of all contested amounts not awarded to such party and the denominator of which is the aggregate of all contested amounts, each as determined by such accounting firm. Once the Final Closing Statement has become final and binding, and in the event that such Final Closing Statement differs from the Closing Statement, the consideration hereunder parties shall be adjusted agree on the amount, if any, which is not in dispute, and attempt to resolve the Disputed Items by negotiation. If the parties are unable to resolve the Disputed Items within 10 days of the objection by Seller, the parties shall appoint a firm of certified public accountants of national recognition mutually satisfactory to Seller and Buyer to review the Disputed Items and determine the amount thereof in accordance with GAAP. Buyer and Seller shall use commercially reasonable efforts to cause such Final Closing Statement accounting firm to determine such amount as follows: soon as is reasonably practicable. The fees and expenses of such accounting firm shall be borne in equal portions by Seller and Buyer and the determination of such accounting firm shall be final and binding on the parties (ad) If the Purchase Price Adjustment results in a decreased in the Purchase Price, if the sum aggregate amount of the Purchase Price Adjustment is less than the Escrow Amount, Buyer and Seller will deliver mutual instructions to the Settlement Payment for Escrow Agent in accordance with the Branches exceeds terms of the Assumed Deposits set forth in Escrow Agreement to deliver that portion of the Final Closing Statement for the Branches, Purchaser shall pay Seller an amount Escrow Amount equal to such difference; or (b) if the Assumed Deposits set forth in the Final Closing Statement for the Branches exceed the sum of the Purchase Price Adjustment to Buyer and the Settlement Payment for balance of the BranchesEscrow Amount shall remain in escrow to be distributed in accordance with the terms of the Escrow Agreement. (e) If the Purchase Price Adjustment results in an increase in the Purchase Price, Seller shall pay Purchaser an amount Buyer will deliver that portion of Purchase Price equal to such difference (a “Final Settlement Payment”). In either case, interest at the Federal Funds Rate from the Closing Date to, but excluding the date of the Final Settlement Payment, shall be included in the Final Settlement Payment. Any Final Settlement Payment shall be paid within ten (10) Business Days after the Final Closing Statement has become final and binding. The Final Settlement Payment shall be made in cash Purchase Price Adjustment to Seller by wire transfer of immediately available funds on or before 4:00 p.m. local time on the date of payment pursuant to an account specified wire instructions delivered by the receiving party. The Final Settlement Payment shall, for all purposes, be considered an adjustment Seller to the Purchase PriceBuyer.

Adjustments to Purchase Price. (a) The Purchase Price shall be increased or decreased, as the case may be, on a * basis by an amount equal to the Final Closing Inventory Adjustment (the “Purchase Price Adjustment”). (b) Within sixty (60) 10 days after the ClosingClosing Date, Seller Buyer shall examine its books conduct a physical count of Seller’s Inventory on-hand and records and determine the accuracy Buyer shall provide a calculation in reasonable detail of the information set forth in the Final Closing Statement and deliver to Purchaser an updated closing statement setting forth the actual computation of Inventory Adjustment, if any, and, if applicable, the Purchase Price for the Branches Adjustment (the “Final Closing Statement”). Without limiting Seller will cooperate with Buyer in connection with the generality preparation of the foregoingClosing Statement. (c) At any time within 10 days following the delivery of the Closing Statement pursuant to Section 3.2(b) hereof, Seller may deliver a written objection specifying those items on the Closing Statement which it disputes (such items, the Final “Disputed Items”). If Seller does not so object in writing, the Closing Statement shall include an update to address any Extensions of Credit To Be Repurchased. The Final Closing Statement shall become be final and binding on Purchaser and Seller unless Purchaser gives written notice to Seller of its actual or potential disagreement with respect to any item included in such Final Closing Statement before 5:00 p.m. on the tenth (10th) Business Day after its delivery to Purchaser. Seller and Purchaser shall use their reasonable best efforts to resolve the disagreement or concern during the ten (10) Business Day period following receipt by Seller of such noticeparties. If the disagreement or concern is not resolved during such ten (10) Business Day period, then the dispute shall be referred Seller objects to an independent accounting firm of nationally recognized standing proposed by Seller (and approved by Purchaser unless good cause exists for disapproval) that has not represented any of the parties hereto within the preceding two (2) years, and such Final Closing Statement shall be modified, if required, by the independent accounting firm, and thereupon, such Final Closing Statement shall become final and binding. The cost of the independent accounting firm shall be shared and paid by Purchaser and/or Seller, each of whom will pay an amount equal to the aggregate amount of such accounting firm’s fees and expenses multiplied by a fraction, the numerator of which is the portion of all contested amounts not awarded to such party and the denominator of which is the aggregate of all contested amounts, each as determined by such accounting firm. Once the Final Closing Statement has become final and binding, and in the event that such Final Closing Statement differs from the Closing Statement, the consideration hereunder parties shall be adjusted agree on the amount, if any, which is not in dispute, and attempt to resolve the Disputed Items by negotiation. If the parties are unable to resolve the Disputed Items within 10 days of the objection by Seller, the parties shall appoint a firm of certified public accountants of national recognition mutually satisfactory to Seller and Buyer to review the Disputed Items and determine the amount thereof in accordance with GAAP. Buyer and Seller shall use commercially reasonable efforts to cause such Final Closing Statement accounting firm to determine such amount as follows: soon as is reasonably practicable. The fees and expenses of such accounting firm shall be borne in equal portions by Seller and Buyer and the determination of such accounting firm shall be final and binding on the parties (ad) If the Purchase Price Adjustment results in a decreased in the Purchase Price, if the sum aggregate amount of the Purchase Price Adjustment is less than the Escrow Amount, Buyer and Seller will deliver mutual instructions to the Settlement Payment for Escrow Agent in accordance with the Branches exceeds terms of the Assumed Deposits set forth in Escrow Agreement to deliver that portion of the Final Closing Statement for the Branches, Purchaser shall pay Seller an amount Escrow Amount equal to such difference; or (b) if the Assumed Deposits set forth in the Final Closing Statement for the Branches exceed the sum of the Purchase Price Adjustment to Buyer and the Settlement Payment for balance of the BranchesEscrow Amount shall remain in escrow to be distributed in accordance with the terms of the Escrow Agreement. (e) If the Purchase Price Adjustment results in an increase in the Purchase Price, Seller shall pay Purchaser an amount Buyer will deliver that portion of Purchase Price equal to such difference (a “Final Settlement Payment”). In either case, interest at the Federal Funds Rate from the Closing Date to, but excluding the date of the Final Settlement Payment, shall be included in the Final Settlement Payment. Any Final Settlement Payment shall be paid within ten (10) Business Days after the Final Closing Statement has become final and binding. The Final Settlement Payment shall be made in cash Purchase Price Adjustment to Seller by wire transfer of immediately available funds on or before 4:00 p.m. local time on the date of payment pursuant to an account specified wire instructions delivered by the receiving party. The Final Settlement Payment shall, for all purposes, be considered an adjustment Seller to the Purchase PriceBuyer.

Adjustments to Purchase Price. (a) Within thirty (30) days after the Closing Date, Seller shall prepare and deliver to Purchaser a balance sheet, income statement and statement of cash flows of the Business (the "CLOSING FINANCIAL STATEMENTS") as of the Closing Date and for the period commencing January 1, 1998 and ending on the Closing Date. Seller shall engage their independent accountants, Ernst & Young LLP ("E&Y"), to perform an audit of the balance sheet included in the Closing Financial Statements. The Closing Financial Statements shall be accompanied by the report of E&Y. Seller and Purchaser shall share equally the cost of the audit and the generating of such E&Y report. Retained Assets and Excluded Liabilities shall be listed separately on a schedule to the Closing Financial Statements. The Closing Financial Statements shall be prepared without any value for goodwill or other intangibles included in the Assets or any write-up of the Assets by reason of the transactions contemplated by this Agreement. Purchaser shall examine the Closing Financial Statements and have the right to review all prior audit and accounting working papers with respect to the Business and the preparation of the Closing Financial Statements. If Purchaser disagrees with the proposed Closing Financial Statements, Purchaser and Seller shall endeavor to reach agreement on the disputed matters within the 30-day period following delivery of the proposed Closing Financial Statements to Purchaser. If the parties are unable to reach agreement, the disputed matters shall be promptly submitted to an arbitrator selected by Seller and Purchaser in accordance with the rules of the American Arbitration Association (the "ARBITRATOR"), the decision of which shall be rendered within sixty (60) days after the Closing, Seller and shall examine its books and records and determine the accuracy of the information set forth in the Closing Statement and deliver to Purchaser an updated closing statement setting forth the actual computation of the Purchase Price for the Branches (the “Final Closing Statement”). Without limiting the generality of the foregoing, the Final Closing Statement shall include an update to address any Extensions of Credit To Be Repurchased. The Final Closing Statement shall become be final and binding on upon Purchaser and Seller. Purchaser and Seller unless Purchaser gives written notice to Seller of its actual or potential disagreement with respect to any item included in such Final Closing Statement before 5:00 p.m. on shall bear equally the tenth (10th) Business Day after its delivery to Purchaser. Seller costs and Purchaser shall use their reasonable best efforts to resolve the disagreement or concern during the ten (10) Business Day period following receipt by Seller of such notice. If the disagreement or concern is not resolved during such ten (10) Business Day period, then the dispute shall be referred to an independent accounting firm of nationally recognized standing proposed by Seller (and approved by Purchaser unless good cause exists for disapproval) that has not represented any expenses of the parties hereto within the preceding two (2) years, and such Final Closing Statement shall be modified, if required, by the independent accounting firm, and thereupon, such Final Closing Statement shall become final and binding. The cost of the independent accounting firm shall be shared and paid by Purchaser and/or Seller, each of whom will pay an amount equal to the aggregate amount of such accounting firm’s fees and expenses multiplied by a fraction, the numerator of which is the portion of all contested amounts not awarded to such party and the denominator of which is the aggregate of all contested amounts, each as determined by such accounting firm. Once the Final Closing Statement has become final and binding, and in the event that such Final Closing Statement differs from the Closing Statement, the consideration hereunder shall be adjusted in accordance with such Final Closing Statement as follows: (a) if the sum of the Purchase Price and the Settlement Payment for the Branches exceeds the Assumed Deposits set forth in the Final Closing Statement for the Branches, Purchaser shall pay Seller an amount equal to such difference; or Arbitrator. (b) The Purchase Price shall be increased by an amount which reflects the positive difference, if any, of (i) Seller's Net Working Capital, as reflected on the Closing Financial Statements and (ii) $1,000,000, or decreased by an amount which reflects the negative difference, if any, of (i) Seller's Net Working Capital, as reflected on the Closing Financial Statements and (ii) $1,000,000, (the "WORKING CAPITAL ADJUSTMENT"). For purposes of this Agreement, "NET WORKING CAPITAL" means the difference, positive or negative, between the Assets and the Assumed Deposits set forth in the Final Closing Statement for the Branches exceed the sum Liabilities as of the Purchase Price and Closing Date. Within five (5) business days after the Settlement Payment for Working Capital Adjustment is determined on the Branches, Seller shall pay Purchaser an amount equal to such difference (a “Final Settlement Payment”). In either case, interest at the Federal Funds Rate from basis of the Closing Date toFinancial Statements, but excluding the date of the Final Settlement Payment, each party shall be included in the Final Settlement Payment. Any Final Settlement Payment shall be paid within ten (10) Business Days after the Final Closing Statement has become final and binding. The Final Settlement Payment shall be made in cash make any additional payments by wire transfer of immediately available federal funds on or before 4:00 p.m. local time necessary to place all parties in the respective positions they would have occupied had the amount of the Working Capital Adjustment (as finally determined) been known as of the Closing Date, provided that if the Working Capital Adjustment is positive and exceeds the amount of cash and cash equivalents reflected on the date Closing Financial Statements, then the amount of payment the wire transfer to an account specified be made by the receiving party. The Final Settlement Payment shall, for all purposes, Purchaser shall be considered an adjustment limited to the Purchase Priceamount of such cash and cash equivalents and the principal amount of the Promissory Note shall be increased for any excess amount.

Adjustments to Purchase Price. Within sixty (60i) Promptly after the Closing Date, but in any event within 60 days after the ClosingClosing Date, Seller Buyer shall examine its books and records and determine the accuracy of the information set forth in the Closing Statement and deliver to Purchaser an updated closing Seller the Draft Closing Balance Sheet and a statement setting that sets forth the actual computation Buyer’s calculation of the Purchase Price for the Branches Closing Net Working Capital and Closing Indebtedness in accordance with Exhibit A hereto (the “Final Closing Statement”). Without limiting In connection with the generality preparation of the foregoingDraft Closing Balance Sheet, all known arithmetic errors in the Balance Sheet shall be taken into account, and the Draft Closing Balance Sheet shall be prepared in accordance with GAAP in a manner consistent with the preparation of the Balance Sheet and using the accounting methodologies set forth on Exhibit A hereto. (ii) During the 30 days immediately following Seller’s receipt of the Statement, Seller shall be permitted to review the working papers relating to the Statement. The Statement shall become the Final Statement and final and binding upon the Parties on the thirtieth (30th) day following receipt thereof by Seller unless Seller gives written notice of its disagreement (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall (A) specify in reasonable detail the nature and amount of any disagreement so asserted and (B) with respect to Net Working Capital, only include disagreements based on mathematical errors or based on Closing Net Working Capital not being calculated in accordance with the definition of Net Working Capital and as set forth in §2(g)(i) above. (iii) If a timely Notice of Disagreement is received by Buyer, then the Draft Closing Balance Sheet and the Statement shall include an update to address any Extensions of Credit To Be Repurchased. The Final Closing Statement (as revised as contemplated in clause (x) or (y) below) shall become final and binding upon the Parties on Purchaser and Seller unless Purchaser gives written notice to Seller the earlier of its actual or potential disagreement (x) the date the Parties resolve in writing any differences they have with respect to any item included matter specified in such Final Closing Statement before 5:00 p.m. on the tenth Notice of Disagreement or (10thy) Business Day after its delivery to Purchaser. Seller and Purchaser shall use their reasonable best efforts to resolve the disagreement or concern during the ten (10) Business Day period following receipt by Seller of such notice. If the disagreement or concern is not date any matters properly in dispute are finally resolved during such ten (10) Business Day period, then the dispute shall be referred to an independent accounting firm of nationally recognized standing proposed by Seller (and approved by Purchaser unless good cause exists for disapproval) that has not represented any of the parties hereto within the preceding two (2) years, and such Final Closing Statement shall be modified, if required, in writing by the independent accounting firmIndependent Auditor; provided, and thereupon, such Final Closing Statement that any items that are not so disputed shall become final and bindingbinding upon the Parties on the thirtieth (30th) day following Seller’s receipt of the Statement. During the 30 days immediately following the delivery of a Notice of Disagreement, Buyer and Seller shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. During such period, Buyer shall be permitted to review the working papers of Seller used in connection with Seller’s preparation of the Notice of Disagreement. (iv) If, at the end of such 30-day period, any matter specified in the Notice of Disagreement has not been resolved by Seller and Buyer, Seller and Buyer shall submit to an independent auditing firm of national recognition mutually selected by Buyer and Seller (the “Independent Auditor”) for review and resolution any such matters which remain in dispute (including such Party’s proposed resolution thereof and resulting determination of Net Working Capital and Indebtedness) and which were properly included in the Notice of Disagreement, and the Independent Auditor shall make a final determination of the Closing Net Working Capital as of the open of business on the Closing Date and Closing Indebtedness as of the close of business on the Closing Date based solely on presentations by Buyer and Seller (and not by independent review), which determination shall be binding on the Parties. The cost Independent Auditor (i) shall be bound by the principles set forth in this §2(g), (ii) shall limit its review to matters specifically set forth in the Notice of Disagreement and (iii) shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. (v) The Independent Auditor shall be retained to resolve such dispute promptly and, in any event, within 30 days from the date the dispute is submitted to the Independent Auditor. The fees and expenses of the independent accounting firm Independent Auditor acting under this §2(g) shall be shared borne 50% by Buyer and paid 50% by Purchaser and/or Seller. The determination of the Closing Net Working Capital and Closing Indebtedness as determined by agreement of the Parties or by the Independent Auditor shall be final and binding on the Parties (the final form of the Statement, each including any revisions which are made thereto pursuant to this §2(g), is referred to herein as the “Final Statement”). (vi) The Base Purchase Price shall be: (A) reduced by the amount, if any, by which the Final Net Working Capital is less than the Target Net Working Capital; (B) increased by the amount, if any, by which the Final Net Working Capital exceeds the Target Net Working Capital; and (C) reduced by the amount, if any, of whom will Final Indebtedness. (vii) If the net effect pursuant to this §2(g) is a decrease in the Base Purchase Price, Seller shall pay to Buyer an amount equal to the aggregate amount of such accounting firm’s fees decrease in Base Purchase Price (such aggregate payment being hereinafter referred to as a “Deficit Payment”). The Deficit Payment shall be paid by distributing such amount from the Adjustment Escrow Fund and, within five (5) business days of the final determination of such amount pursuant to this §2(g), Buyer and expenses multiplied by a fractionSeller shall execute the necessary documents instructing the Escrow Agent to (i) make the applicable payment to Buyer, and (ii) distribute the remaining balance, if any, of the Adjustment Escrow Fund to the Seller. To the extent, if any, the numerator Deficit Payment exceeds the amount of which is the portion of all contested amounts not awarded Adjustment Escrow Fund, Buyer and Seller shall execute the necessary documents instructing the Escrow Agent to such party and make a payment to Buyer from the denominator of which is the aggregate of all contested amounts, each as determined by such accounting firm. Once the Final Closing Statement has become final and binding, and Indemnification Escrow Fund in the event that amount of such Final Closing Statement differs from excess. If the Closing Statement, the consideration hereunder shall be adjusted in accordance with such Final Closing Statement as follows: (anet effect pursuant to this §2(g) if the sum of the Purchase Price and the Settlement Payment for the Branches exceeds the Assumed Deposits set forth is an increase in the Final Closing Statement for the BranchesBase Purchase Price, Purchaser Buyer shall (i) pay to Seller an amount equal to the amount of such difference; or increase (b) if the Assumed Deposits set forth in the Final Closing Statement for the Branches exceed the sum of the Purchase Price and the Settlement Payment for the Branches, Seller shall pay Purchaser an amount equal such payment being hereinafter referred to such difference (as a “Final Settlement Surplus Payment”), and (ii) direct the Escrow Agent to distribute the Adjustment Escrow Fund to the Seller. In either caseThe Surplus Payment, interest at the Federal Funds Rate from the Closing Date to, but excluding the date of the Final Settlement Paymentif any, shall be included in paid by Buyer to Seller within five (5) business days of the Final Settlement Paymentfinal determination of such amount pursuant to this §2(g). Any Final Settlement Payment shall be paid within ten (10payment to Seller pursuant to this §2(g)(vi) Business Days after the Final Closing Statement has become final and binding. The Final Settlement Payment shall be made in cash by wire transfer of immediately available funds as shall have been specified in writing to Buyer by Seller on or before 4:00 p.m. local time on prior to the date as of payment which the Surplus Payment has been determined pursuant to an account specified by the receiving partySection §2(g)(v). The Final Settlement Payment shall, for all purposes, be considered an adjustment Any adjustments pursuant to this §2(g)(vi) shall constitute adjustments to the Final Purchase PricePrice for Tax purposes.

Adjustments to Purchase Price. Within sixty (60i) days after the ClosingNo later than January 31, Seller 2023, Buyer shall examine its books and records and determine the accuracy of the information set forth in the Closing Statement prepare and deliver to Purchaser an updated closing statement setting forth the actual computation of the Purchase Price for the Branches Seller a statement, together with supporting details (the “Final Closing Statement”). Without limiting , prepared in accordance with GAAP and setting forth Buyer’s good faith calculation of: (A) the generality of Closing Consideration and each component thereof, including Closing Accounts Payable Amount, Indebtedness, Cash and Cash Equivalents, and Transaction Expenses and (B) the foregoingresulting adjustments, if any, required to be made to the Closing Consideration pursuant to Section 2.03(c)(ii). (ii) If the Closing Consideration, as finally determined pursuant to this Section 2.03 (the “Final Closing Consideration”), is greater than or less than the Closing Consideration reflected in the Estimated Closing Statement (the “Estimated Closing Consideration”), there shall include be an update adjustment to address any Extensions of Credit To Be Repurchasedthe Closing Consideration (the “Post-Closing Adjustment”). The Final Post-Closing Statement shall become final and binding on Purchaser and Seller unless Purchaser gives written notice to Seller of its actual or potential disagreement with respect to any item included in such Final Closing Statement before 5:00 p.m. on the tenth (10th) Business Day after its delivery to Purchaser. Seller and Purchaser shall use their reasonable best efforts to resolve the disagreement or concern during the ten (10) Business Day period following receipt by Seller of such notice. If the disagreement or concern is not resolved during such ten (10) Business Day period, then the dispute Adjustment shall be referred to an independent accounting firm of nationally recognized standing proposed by Seller (and approved by Purchaser unless good cause exists for disapproval) that has not represented any of the parties hereto within the preceding two (2) years, and such Final Closing Statement shall be modified, if required, by the independent accounting firm, and thereupon, such Final Closing Statement shall become final and binding. The cost of the independent accounting firm shall be shared and paid by Purchaser and/or Seller, each of whom will pay an amount equal to the aggregate Final Closing Consideration minus the Estimated Closing Consideration. In accordance with Section 2.03(d)(vi), if the Post-Closing Adjustment is a positive number, Buyer shall pay to Seller in cash the Post-Closing Adjustment, such payment consisting of release of up to 50% of the Accounts Payable Holdback to Seller (to the extent of such positive number Post-Closing Adjustment) and, if any additional amount remains unpaid, by cash payment to Seller. If the Post-Closing Adjustment is a negative number, (A) Buyer shall initially recover such excess from the Accounts Payable Holdback, provided that Buyer shall only be permitted to recover up to the Accounts Payable Holdback Amount for such Post-Closing Adjustment and (B) if the Post-Closing Adjustment payable to Buyer is less than 50% of the Accounts Payable Holdback Amount, Buyer shall release to Seller the amount equal to the difference between the amount of such accounting firm’s fees Post-Closing Adjustment and expenses multiplied by a fraction50% of the Accounts Payable Holdback Amount. If the Post- Closing Adjustment is zero, the numerator of which is the portion of all contested amounts not awarded to such party and the denominator of which is the aggregate of all contested amounts, each as determined by such accounting firm. Once the Final Closing Statement has become final and binding, and in the event that such Final Closing Statement differs from the Closing Statement, the consideration hereunder no payment shall be adjusted in accordance with such Final Closing Statement as follows: (a) if the sum of the Purchase Price and the Settlement Payment for the Branches exceeds the Assumed Deposits set forth in the Final Closing Statement for the Branches, Purchaser shall pay Seller an amount equal to such difference; or (b) if the Assumed Deposits set forth in the Final Closing Statement for the Branches exceed the sum of the Purchase Price and the Settlement Payment for the Branches, Seller shall pay Purchaser an amount equal to such difference (a “Final Settlement Payment”). In either case, interest at the Federal Funds Rate from the Closing Date to, but excluding the date of the Final Settlement Payment, shall be included in the Final Settlement Payment. Any Final Settlement Payment shall be paid within ten (10) Business Days after the Final Closing Statement has become final and binding. The Final Settlement Payment shall be made in cash by wire transfer of immediately available funds on or before 4:00 p.m. local time on the date of payment to an account specified by the receiving party. The Final Settlement Payment shall, for all purposes, be considered an adjustment to the Purchase Pricemade.

Adjustments to Purchase Price. Within sixty (60a) At the Closing, Purchaser shall have the option, exercised by written notice from Purchaser to Seller delivered at the Closing, subject to Seller's rights under Section 8.2(f), to reduce the value of any inventory on the Closing Date Balance Sheet which Purchaser, in its sole discretion, determines to be obsolete or not saleable in the ordinary course of business in such amount as Purchaser shall determine in its sole discretion and of which Purchaser shall give written notice to Seller at the Closing. (b) As soon as practicable and in any event no later than ninety (90) days after the ClosingClosing Date, Seller shall examine its books and records and determine the accuracy of the information set forth in the Closing Statement and deliver to Purchaser an updated closing statement a consolidated balance sheet of the Company as of the Closing Date, prepared by the Company's independent auditors in accordance with generally accepted accounting principles and on a basis consistent with the Audited Financial Statements, subject to the reductions pursuant to Section 2.3(a) and excluding any accounts receivable of the company existing on the Closing Date and not collected by the date of such delivery, (the "CLOSING DATE BALANCE SHEET"). The Company shall pay the costs of preparing the Closing Date Balance Sheet. (c) Within thirty (30) days after receipt of the Closing Date Balance Sheet and copies of the workpapers relating thereto, Purchaser shall inform Seller in writing that either the Closing Date Balance Sheet is acceptable or object to the Closing Date Balance Sheet in writing setting forth a specific description of Purchaser's objections (it being agreed that the actual computation failure of the Purchase Price for the Branches (the “Final Closing Statement”). Without limiting the generality of the foregoing, the Final Closing Statement shall include an update Purchaser to address any Extensions of Credit To Be Repurchased. The Final Closing Statement shall become final and binding on Purchaser and Seller unless Purchaser gives deliver such written notice to Seller within such thirty (30) day period shall be deemed acceptance by Purchaser). If Purchaser objects as provided above and if Seller does not agree with Purchaser's objections, if any (it being agreed that the failure of its actual or potential Seller to deliver written notice to the Purchaser of Seller's disagreement with respect Purchaser's objections within thirty (30) days of Seller's receipt of Purchaser's objections shall be deemed acceptance by Seller), or such objections are not resolved on a mutually agreeable basis within thirty (30) days after Seller's receipt of Purchaser's objections, any such disagreement shall be promptly submitted to a mutually acceptable "big-six" accounting firm that has no affiliation with any item included of Purchaser, Seller or the Company (the "UNAFFILIATED FIRM"). The Unaffiliated Firm shall resolve within thirty (30) days after said Unaffiliated Firm's engagement by the parties the differences regarding the Closing Date Balance Sheet in accordance with generally accepted accounting principles consistently applied and this Agreement. The decision of such Final Closing Statement before 5:00 p.m. on the tenth (10th) Business Day after Unaffiliated Firm shall be final and binding upon, and its delivery to fees, costs and expenses shall be shared equally by, Seller and Purchaser. Seller and Purchaser shall use their reasonable best efforts each bear the fees, costs and expenses of its own accountants. Upon resolution of any such dispute, the determination of the Closing Date Balance Sheet shall be deemed to resolve the disagreement or concern during the ten be final. (10d) Business Day period following receipt by Seller of such notice. If the disagreement or concern Closing Date Balance Sheet as finally determined pursuant to this Section 2.3 shows that stockholders' equity is not resolved during such ten (10) Business Day periodless than $8,600,000, then the dispute purchase price shall be referred reduced through the return to an independent accounting firm Purchaser of nationally recognized standing proposed by Seller (and approved by Purchaser unless good cause exists for disapproval) that has not represented any of the parties hereto within the preceding two (2) years, and such Final Closing Statement shall be modified, if required, by the independent accounting firm, and thereupon, such Final Closing Statement shall become final and binding. The cost of the independent accounting firm shall be shared and paid by Purchaser and/or Seller, each of whom will pay cash in an amount equal to the aggregate difference between $8,600,000 and the amount of such accounting firm’s fees and expenses multiplied by a fraction, the numerator of which is the portion of all contested amounts not awarded to such party and the denominator of which is the aggregate of all contested amounts, each as determined by such accounting firm. Once the Final Closing Statement has become final and binding, and in the event that such Final Closing Statement differs from the Closing Statement, the consideration hereunder shall be adjusted in accordance with such Final Closing Statement as follows: (a) if the sum stockholders' equity of the Purchase Price and the Settlement Payment for the Branches exceeds the Assumed Deposits set forth in the Final Closing Statement for the Branches, Purchaser shall pay Seller an amount equal to such difference; or (b) if the Assumed Deposits set forth in the Final Closing Statement for the Branches exceed the sum of the Purchase Price and the Settlement Payment for the Branches, Seller shall pay Purchaser an amount equal to such difference (a “Final Settlement Payment”). In either case, interest at the Federal Funds Rate from Company as reflected on the Closing Date to, but excluding the date of the Final Settlement Payment, Balance Sheet. Such amount shall be included in the Final Settlement Payment. Any Final Settlement Payment shall be paid within ten (10) Business Days after the Final Closing Statement has become final and binding. The Final Settlement Payment shall be made in cash promptly returned by wire transfer of immediately available funds on or before 4:00 p.m. local time to Purchaser. If the Closing Date Balance Sheet as finally determined pursuant to this Section 2.3 shows that stockholders' equity is greater than $8,600,000, then the purchase price shall be increased through the prompt payment to Seller of cash in an amount equal to 50% of the difference between $8,600,000 and the amount of stockholders' equity of the Company as reflected on the date Closing Date Balance Sheet. Such amount shall be paid by wire transfer of payment to an account specified by the receiving party. The Final Settlement Payment shall, for all purposes, be considered an adjustment to the Purchase Price.immediately available funds to

Adjustments to Purchase Price. Within sixty (60a) days after No later than seven (7) Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a statement ("Estimated Closing Statement") setting forth in reasonable detail the Seller's good faith estimates of the amounts of Net Working Capital and Transaction Indebtedness and a calculation of the Purchase Price based on such estimates (the "Estimated Purchase Price"). Prior to the Closing, Buyer shall be permitted reasonable access to review the Company's work papers related to the preparation of the Estimated Closing Statement, and Seller shall examine provide Buyer and its books representatives such information and records detail as they may reasonably request and determine reasonable access to their respective books, records, personnel, accountants and representatives used in connection with the accuracy preparation of the information set Estimated Closing Statement. If Buyer reasonably and in good faith objects to any of the estimates or calculations contained in the Estimated Closing Statement, Buyer will give written notice to Seller within three (3) Business Days after receipt of the Estimated Closing Statement by Buyer setting forth in reasonable detail any objections of Buyer to the Estimated Closing Statement and Buyer's calculations supporting such objections. Buyer and Seller will negotiate in good faith to settle any differences with respect to the Estimated Closing Statement, and any amounts or adjustments (or portions of amounts or adjustments) that are not in dispute between Buyer and Seller will be final and binding upon the Buyer and Seller for purposes of this Section 2.04(a) and Section 2.02 and reflected in the Estimated Closing Statement used for purposes of determining Estimated Purchase Price. To the extent that Buyer and Seller are unsuccessful in settling the amounts of any items in dispute, then the portions of such amounts or adjustments that remain in dispute will be incorporated into the Closing Statement and resolved pursuant to Section 2.4(e)-(f) below. (b) Within seventy-five (75) calendar days after the Closing Date, Buyer shall prepare and deliver to Purchaser an updated closing Seller, a statement (the "Closing Statement") setting forth in reasonable detail Buyer's good faith determination of the actual computation amounts of Net Working Capital and Transaction Indebtedness and a calculation of the Purchase Price for the Branches (the “Final Closing Statement”). Without limiting the generality of the foregoing, the Final Closing Statement shall include an update to address any Extensions of Credit To Be Repurchasedbased thereon. The Final Closing Statement shall become final and binding on Purchaser upon the Buyer and Seller on the date that occurs forty-five (45) calendar days after the date upon which such statement is received by Seller (such 45-day period, the "Objection Period") unless Purchaser gives Seller delivers to Buyer written notice that it disputes any aspect of the Closing Statement ("Objection Notice") prior to the end of such Objection Period. The Objection Notice shall (i) specify in reasonably specific detail, to the extent known or reasonably determinable, the nature of any dispute so asserted or (ii) identify those items for which the information provided by Buyer is insufficient to allow Seller to reasonably ascertain its agreement or disagreement. If an Objection Notice is delivered to Buyer prior to the end of the Objection Period, then the Closing Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the Parties on the earlier to occur of (x) the date Buyer and Seller resolve in writing any differences they have with respect to the matters specified in the Objection Notice or (y) the date any disputed matters are finally resolved by the Accounting Firm as provided below. (c) The Estimated Closing Statement and the Closing Statement and the estimates, determinations and calculations contained therein will be prepared and calculated on a combined basis for the Grant Entities in accordance with GAAP and, to the extent consistent with GAAP, using the same accounting principles, practices, procedures, policies and methods used and applied by the Company in the preparation of the Business Financial Statements as further identified in the example calculation of the Closing Working Capital included in Exhibit B including the line items set forth therein, except that such statements, calculations and determinations: (i) will not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement, (ii) will be based on facts and circumstances as they exist prior to the Closing and will exclude the effect of any act, decision or event occurring on or after the Closing, and (iii) will follow the defined terms contained in this Agreement whether or not such terms are consistent with GAAP. (d) From the Effective Time until such time as all matters described in this Section 2.04 have been fully and finally resolved, Buyer shall (i) maintain and provide to Seller and its advisors and representatives reasonable access to and (at Seller's cost) duplicate copies of, all documents and other information utilized by Buyer and its representatives in connection with Buyer's preparation of the Closing Statement, including (without limitation) all financial statements, work papers, schedules, accounts, analysis, and books and records relating to the Closing Statement, in each case in the same format (whether paper or electronic or both) as was utilized by Buyer in connection with preparation of the Closing Statement; (ii) provide Seller and its advisors reasonable access to such employees, auditors and advisors who participated in the preparation or review of, or otherwise have relevant knowledge concerning, the Closing Statement; and (iii) cooperate with Seller in providing the information and personnel required by Seller to resolve the matters described in this Section 2.04; provided, that any access provided to Seller pursuant to this Section 2.04(d) shall be (x) during regular business hours, (y) with no less than two (2) Business Days prior written notice to Buyer and (z) in a manner which will not unreasonably interfere with the operation of the Business or Buyer's business. From the Closing until such time as all matters set forth in the Objection Notice have been fully and finally resolved, Seller shall (a) provide Buyer and its advisors and representatives reasonable access to such employees, auditors and advisors who participated in the preparation or review of, or otherwise have relevant knowledge concerning, the Objection Notice; and (b) reasonably cooperate with Buyer in providing the information and personnel reasonably required by Buyer to resolve the matters set forth in the Objection Notice; provided, that any access provided to Buyer pursuant to this Section 2.04(d) shall be (A) during regular business hours, (B) with no less than two (2) Business Days prior written notice to Seller and (C) in a manner that will not unreasonably interfere with the Seller's business. (e) In the event that Seller provides an Objection Notice prior to the end of its actual or potential disagreement the Objection Period, then Seller and Buyer shall, within twenty (20) calendar days following Seller's delivery of such Objection Notice (such 20-day period, the "Dispute Resolution Period"), meet and confer in an attempt to resolve their differences. (f) If, during the Dispute Resolution Period, Seller and Buyer resolve their differences as to a disputed amount, such resolution shall be deemed final, binding and conclusive with respect to any item included in such Final Closing Statement before 5:00 p.m. on amount for the tenth (10thpurpose of determining the adjustments to be made pursuant to Section 2.04(g) Business Day after its delivery to Purchaserhereof. In the event that Seller and Purchaser Buyer do not resolve all disputes prior to the end of the Dispute Resolution Period, all such unresolved disputes shall use their reasonable best efforts be submitted to resolve the disagreement or concern during Accounting Firm. The Accounting Firm shall act as an expert (and not an arbitrator) to determine only those items in dispute, and for each such item shall determine a value within the ten range of values in dispute. The Accounting Firm shall deliver to the Buyer and the Seller a written determination (10such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Accounting Firm by the Seller and the Buyer) Business Day period following of the disputed items within thirty (30) calendar days of receipt by Seller of the disputed items (such notice. If the disagreement or concern is not resolved during such ten (10) Business Day 30-day period, then the dispute "Adjudication Period"), which determination shall be final, binding and conclusive. The final and binding Closing Statement, which either are agreed upon by Buyer's and Seller's representatives or are delivered by the Accounting Firm in accordance with this Section 2.04, shall be referred to an independent accounting firm of nationally recognized standing proposed by Seller (and approved by Purchaser unless good cause exists for disapproval) that has not represented any of herein as the parties hereto within the preceding two (2) years, and such Final Closing Statement shall be modified, if required, by the independent accounting firm, and thereupon, such Final Closing Statement shall become final and binding"Adjudicated Statement". The cost of the independent accounting firm shall be shared and paid by Purchaser and/or Seller, each of whom will pay an amount equal to the aggregate amount of such accounting firm’s fees and expenses multiplied by a fraction, the numerator of which is the portion of all contested amounts not awarded to such party and the denominator of which is the aggregate of all contested amounts, each as determined by such accounting firm. Once the Final Closing Statement has become final and binding, and in In the event that either the Buyer or the Seller fails to submit its statement regarding any items remaining in dispute within the time determined by the Accounting Firm, then the Accounting Firm shall render a decision based solely on the evidence timely submitted to the Accounting Firm by the Buyer and the Seller. Notwithstanding the foregoing, if any Party prevents another Party from obtaining access to any information that such Final Closing Statement differs Party has reasonably requested pursuant to this Section 2.04, or if a Party otherwise fails to provide such information on a timely basis after receiving a reasonably specific request for access from the Closing Statementanother Party, the consideration hereunder Accounting Firm shall be adjusted have the authority, in accordance its sole discretion to (i) extend the Adjudication Period for such amount of time as the Accounting Firm deems equitable; (ii) direct that the withholding Party promptly provide the other Party with such Final Closing Statement access as follows: the Accounting Firm deems equitable; and/or (aiii) if render a decision adverse to the sum withholding Party in respect of any issue or amount that the Purchase Price and Accounting Firm deems equitable given the Settlement Payment for the Branches exceeds the Assumed Deposits set forth in the Final Closing Statement for the Branches, Purchaser shall pay Seller an amount equal to such difference; or information that has been withheld. (bg) if the Assumed Deposits set forth in the Final Closing Statement for the Branches exceed the sum of the Purchase Price and the Settlement Payment for the Branches, Seller shall pay Purchaser an amount equal to such difference Within five (a “Final Settlement Payment”). In either case, interest at the Federal Funds Rate from the Closing Date to, but excluding the date of the Final Settlement Payment, shall be included in the Final Settlement Payment. Any Final Settlement Payment shall be paid within ten (105) Business Days after the Final Closing Statement has become calculation of the Purchase Price becoming final and bindingbinding on the Parties in accordance with this Section 2.04 (such amount, the "Final Purchase Price"), (i) Seller shall pay to Buyer the amount, if any, by which Final Purchase Price is less than the Estimated Purchase Price, or (ii) Buyer shall pay to Seller the amount, if any, by which the Final Purchase Price is greater than the Estimated Purchase Price. The Final Settlement Payment Any payment required to be made by the Seller or the Buyer pursuant to this Section 2.04(g) shall be made in cash payable by wire transfer of immediately available funds on or before 4:00 p.m. local time (i) to the bank account designated in writing by the Buyer if the Buyer is the recipient and (ii) to the bank account designated in writing by Seller if Seller is the recipient. All payments made pursuant to this Section 2.04(g) shall be made without payment of interest. (h) All fees and expenses relating to the work, if any, to be performed by the Accounting Firm shall be allocated between the Buyer, on the date one hand, and the Seller, on the other hand, in the same proportion that the aggregate amount of payment the disputed items so submitted to an account specified the Accounting Firm that is unsuccessfully disputed by such Party (as finally determined by the receiving partyAccounting Firm) bears to the total amount of such disputed items so submitted. The Final Settlement Payment shall, for all Seller and Buyer shall each pay one-half of any indemnification payments due to the Accounting Firm pursuant to the terms of the Accounting Firm's engagement hereunder. (i) For Tax purposes, be considered an adjustment the Final Purchase Price shall reflect all adjustments to the Purchase PricePrice resulting from the Closing Statement or the Adjudicated Statement.

Adjustments to Purchase Price. (a) Within seventy-five (75) days after the Closing Date, Purchaser shall deliver to the Selling Stockholder (i) a statement setting forth: (A) the Cash on Hand as of 11:59 p.m. local time in New York, New York on the day immediately preceding the Closing (the “Final Cash on Hand”), (B) the Net Working Capital as of 11:59 p.m. local time in New York, New York on the day immediately preceding the Closing (the “Final Net Working Capital”), (C) the Indebtedness of the Company as of immediately prior to the Closing (the “Final Indebtedness”), (D) the Transaction Expenses which remained unpaid and outstanding as of immediately prior to the Closing (the “Final Transaction Expenses”), and (E) the Asset Sale Tax Amount (the “Final Asset Sale Tax Amount”) and (ii) copies of any invoices relating to Transaction Expenses unpaid as of the Closing Date. During the forty-five (45) days immediately following the Selling Stockholder’s receipt of such statement, the Selling Stockholder shall be provided reasonable access to and shall be permitted to review the working papers relating to such statement. Such statement shall become final and binding (in its final and binding form, the “Statement”) upon the parties on the forty-fifth (45th) day following receipt thereof by the Selling Stockholder unless the Selling Stockholder gives written notice of its disagreement (a “Notice of Disagreement”) to Purchaser prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of any disagreement so asserted (each, a “Disputed Item”). If a timely Notice of Disagreement is received by Purchaser, then the Statement (as revised as contemplated in clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement or (y) the date any matters properly in dispute are finally resolved in writing by the Independent Auditor (defined below); provided that any items that are not so disputed shall become final and binding upon the parties on the forty-fifth (45th) day following the Selling Stockholder’s receipt of the Statement. During the forty-five (45) days immediately following the delivery of a Notice of Disagreement, Purchaser and the Selling Stockholder shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. During such period, Purchaser shall be provided reasonable access to and shall be permitted to review the calculations of the Selling Stockholder relating to the Notice of Disagreement. If, at the end of such forty-five (45) day period, any Disputed Item specified in the Notice of Disagreement has not been resolved by the Selling Stockholder and Purchaser, the Selling Stockholder and Purchaser shall submit to the New York office of Deloitte & Touche LLP (“Deloitte”), or if Deloitte is unable or unwilling to accept its mandate, any other independent auditing firm of national recognition mutually selected by Purchaser and the Selling Stockholder (the “Independent Auditor”), for review and resolution any such Disputed Items which remain in dispute (including such party’s proposed resolution thereof) and which were properly included in the Notice of Disagreement. The Independent Auditor shall make a final determination of each Disputed Item as of immediately prior to the Closing based solely on presentations by Purchaser and the Selling Stockholder (and not by independent review), which determination shall be binding on the parties. The Independent Auditor (i) shall be bound by the principles set forth in this Section 3.3, (ii) shall limit its review to matters specifically set forth in the Notice of Disagreement, (iii) shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party and (iv) shall act as an auditor, not an arbitrator. (b) The Independent Auditor shall be retained to resolve such dispute promptly and, in any event, within sixty (60) days after from the Closing, Seller shall examine its books date the dispute is submitted to the Independent Auditor. The fees and records and determine the accuracy expenses of the information set forth in Independent Auditor acting under this Section 3.3 shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by the Selling Stockholder. The determination as to each Disputed Item as of immediately prior to the Closing Statement and deliver to Purchaser an updated closing statement setting forth the actual computation as determined by agreement of the Purchase Price for parties or by the Branches (the “Final Closing Statement”). Without limiting the generality of the foregoing, the Final Closing Statement Independent Auditor shall include an update to address any Extensions of Credit To Be Repurchased. The Final Closing Statement shall become be final and binding on Purchaser and Seller unless Purchaser gives written notice the parties. The Purchase Price as further adjusted pursuant to Seller of its actual or potential disagreement with respect to any item included in such Final Closing Statement before 5:00 p.m. on the tenth (10th) Business Day after its delivery to Purchaser. Seller and Purchaser shall use their reasonable best efforts to resolve the disagreement or concern during the ten (10) Business Day period following receipt by Seller of such notice. If the disagreement or concern is not resolved during such ten (10) Business Day period, then the dispute this Section 3.3 shall be referred to an independent accounting firm of nationally recognized standing proposed by Seller herein as the “Final Purchase Price.” (and approved by Purchaser unless good cause exists for disapprovalc) that has not represented any of the parties hereto within the preceding two (2) years, and such Final Closing Statement The Purchase Price shall be modifiedadjusted as follows: (i) reduced by the amount, if requiredany, by which the independent accounting firmFinal Cash on Hand is less than the Estimated Cash on Hand, and thereuponor increased by the amount, such if any, by which the Final Closing Statement shall become final and bindingCash on Hand exceeds the Estimated Cash on Hand. (ii) reduced by the amount, if any, by which the Final Net Working Capital is less than the Estimated Net Working Capital, or increased by the amount, if any, by which the Final Net Working Capital exceeds the Estimated Net Working Capital; (iii) reduced by the amount, if any, by which the Final Indebtedness exceeds the Debt Payoff Amount, or increased by the amount, if any, by which the Final Indebtedness is less than the Debt Payoff Amount; (iv) reduced by the amount, if any, by which the Final Transaction Expenses exceed the Estimated Transaction Expenses, or increased by the amount, if any, by which the Final Transaction Expenses are less than the Estimated Transaction Expenses; and (v) reduced by the amount, if any, by which the Final Asset Sale Tax Amount exceeds the Estimated Asset Sale Tax Amount, or increased by the amount, if any, by which the Final Asset Sale Tax Amount is less than the Estimated Asset Sale Tax Amount. The cost of aggregate amount by which the independent accounting firm Purchase Price is adjusted pursuant to Sections 3.3(c)(i), (ii), (iii), (iv) and (v) shall be shared referred to herein as the “Final Adjustment Amount.” (d) In the event that the Final Adjustment Amount results in a reduction to the Purchase Price, Purchaser and paid by Purchaser and/or Seller, each of whom will pay the Selling Stockholder shall cause the Escrow Agent to release an amount of cash equal to the aggregate amount of such accounting firm’s fees and expenses multiplied by a fraction, the numerator of which is the portion of all contested amounts not awarded to such party and the denominator of which is the aggregate of all contested amounts, each as determined by such accounting firm. Once the Final Closing Statement has become final and binding, and in the event that such Final Closing Statement differs Adjustment Amount from the Closing Statement, the consideration hereunder shall be adjusted in accordance with such Final Closing Statement as follows: (a) if the sum of the Purchase Price and the Settlement Payment for the Branches exceeds the Assumed Deposits set forth in the Final Closing Statement for the BranchesAdjustment Escrow Amount to Purchaser, Purchaser shall pay Seller an amount equal to such difference; or (b) if the Assumed Deposits set forth in the Final Closing Statement for the Branches exceed the sum of the Purchase Price and the Settlement Payment for the Branches, Seller shall pay Purchaser an amount equal to such difference (a “Final Settlement Payment”). In either case, interest at the Federal Funds Rate from the Closing Date to, but excluding the date of the Final Settlement Payment, shall be included in the Final Settlement Payment. Any Final Settlement Payment shall be paid within ten (10) Business Days after the Final Closing Statement has become final and binding. The Final Settlement Payment shall be made in cash by wire transfer of immediately available funds on or before 4:00 p.m. local time on the date of payment to an account specified designated in writing by Purchaser; provided that, if the receiving party. The Final Settlement Payment shallAdjustment Amount exceeds the Purchase Price Adjustment Escrow Amount, for all purposes, then the remaining amount in the Escrow Account shall be considered available as recourse and be the sole recourse of Purchaser and Purchaser shall not be entitled to recover any remaining excess from any other source. (e) In the event that the Final Adjustment Amount results in an adjustment increase to the Purchase Price, Purchaser shall pay or cause to be paid an amount in cash equal to such Final Adjustment Amount to the Selling Stockholder. (f) Any payments required under Sections 3.3(d) or (e) shall be made within five (5) Business Days of the final determination of such amount pursuant to Section 3.3(a), together with interest thereon at a rate equal to the prime rate as published in the Wall Street Journal on the Closing Date calculated on the basis of the number of days elapsed from the Closing Date to the date of the payment. (g) Following the determination of the Final Adjustment Amount and the payment of any amount that is required under Section 3.3(d), Purchaser and the Selling Stockholder shall cause the Escrow Agent to release the remaining portion (if any) of the Purchase Price Adjustment Escrow Amount to the Selling Stockholder within five (5) Business Days.

Adjustments to Purchase Price. (a) Within sixty (60) 90 days after the Closing, Buyer will deliver to Seller shall examine its books and records and determine a certificate the accuracy “Buyer’s Adjustment Certificate”), showing Buyer’s final determination of the information Closing Date Working Capital, Current Assets and Current Liabilities, which certificate will be accompanied by appropriate documentation supporting the amounts and numbers proposed in such certificate. Each party will provide the other reasonable access to all records in its possession that were used in the preparation of the Initial Adjustment Certificate and Buyer’s Adjustment Certificate or that may otherwise be necessary for the preparation thereof. Seller will review the Buyer’s Adjustment Certificate and will give written notice (an “Objection Notice”) to Buyer of any objections Seller has to the calculations shown in the Buyer’s Adjustment Certificate within 30 days after receipt. Such notice will set forth in Seller’s proposal as to each item to which Seller objects together with appropriate support for such objections. If Seller does not deliver an Objection Notice within such 30 day period, then the Buyer’s Adjustment Certificate, and the amount of the Closing Statement and deliver Date Working Capital set forth therein, shall be deemed to Purchaser an updated closing statement setting forth the actual computation of the Purchase Price for the Branches (the “Final Closing Statement”). Without limiting the generality of the foregoingbe conclusive, the Final Closing Statement shall include an update to address any Extensions of Credit To Be Repurchased. The Final Closing Statement shall become final and binding on Purchaser the parties. Buyer and Seller unless Purchaser gives written notice will endeavor in good faith to resolve any objections within 30 days after the receipt by Buyer of Seller’s timely Objection Notice. If such objections or disputes have not been resolved at the end of such 30 day period, the disputed portion only of the items contained in the Buyer’s Adjustment Certificate will be determined within the following 90 days by a national independent accounting firm that is mutually acceptable to Buyer and Seller (the “Arbitrator”), which shall be the exclusive means for resolution of its actual or potential disagreement such dispute. The determination of the Arbitrator will, with respect to any each item included in dispute, be limited to the range for such Final Closing Statement before 5:00 p.m. item as proposed by Buyer in the Buyer’s Adjustment Certificate and Seller in the Objection Notice. The fees and expenses of the Arbitrator incurred in connection with such determination shall be equitably apportioned by such Arbitrator between Buyer and Seller based upon the extent to which Buyer and Seller are determined by such Arbitrator to be the prevailing party. All determinations made by the Arbitrator shall be deemed to be conclusive, final and binding on the tenth parties. (10thb) Business Day after its delivery If Closing Date Working Capital (as finally determined pursuant to Purchaser. Seller and Purchaser shall use their reasonable best efforts to resolve Section 2.6(a), “Final Working Capital”) is less than the disagreement or concern during the ten (10) Business Day period following receipt by Seller of such notice. If the disagreement or concern is not resolved during such ten (10) Business Day periodWorking Capital Estimate, then the dispute shall Purchase Price will be referred to an independent accounting firm of nationally recognized standing proposed by Seller (and approved by Purchaser unless good cause exists for disapproval) that has not represented any of the parties hereto within the preceding two (2) years, and such Final Closing Statement shall be modified, if required, adjusted downward by the independent accounting firm, and thereupon, such Final Closing Statement shall become final and binding. The cost of the independent accounting firm shall be shared and paid by Purchaser and/or Seller, each of whom will pay an amount equal to the aggregate amount of such accounting firm’s fees and expenses multiplied by a fraction, shortfall (the numerator of which is the portion of all contested amounts not awarded to such party and the denominator of which is the aggregate of all contested amounts, each as determined by such accounting firm. Once the Final Closing Statement has become final and binding“Downward Adjustment Amount”), and in the event that such Final Closing Statement differs from the Closing Statement, the consideration hereunder shall be adjusted in accordance with such Final Closing Statement as follows: (a) if the sum of the Purchase Price and the Settlement Payment for the Branches exceeds the Assumed Deposits set forth in the Final Closing Statement for the Branches, Purchaser shall pay Seller an amount equal to such difference; or (b) if the Assumed Deposits set forth in the Final Closing Statement for the Branches exceed the sum of the Purchase Price and the Settlement Payment for the Branches, Seller shall pay Purchaser an amount equal to such difference (a “Final Settlement Payment”). In either casethe Buyer, interest at the Federal Funds Rate from the Closing Date to, but excluding the date of the Final Settlement Payment, shall be included in the Final Settlement Payment. Any Final Settlement Payment shall be paid within ten (10) Business Days after the Final Closing Statement has become final and binding. The Final Settlement Payment shall be made in cash by wire transfer of immediately available funds on or before 4:00 p.m. local time on the date of payment funds, to an account specified designated in writing by Buyer, an amount in cash equal to the Downward Adjustment Amount. The Downward Adjustment Amount shall be paid to Buyer within two Business Days from the date on which the Final Working Capital is determined pursuant to Section 2.6(a). (c) If Final Working Capital is greater than the Working Capital Estimate, then the Purchase Price will be adjusted upward by the receiving partyamount of such excess (the “Upward Adjustment Amount”), and Buyer shall pay to Seller, by wire transfer of immediately available funds, to an account designated in writing by the Seller, an amount in cash equal to the Upward Adjustment Amount. The Upward Adjustment Amount shall be paid to Seller within two Business Days from the date on which the Final Settlement Payment shallWorking Capital is determined pursuant to Section 2.6(a). (d) If the Final Working Capital is equal to the Working Capital Estimate, for all purposes, there shall be considered an no adjustment to the Purchase PricePrice pursuant to this Section 2.6.

Adjustments to Purchase Price. Within sixty (60a) days after the Closing, Seller shall examine its books and records and determine the accuracy of the information set forth in the Closing Statement and deliver to Purchaser an updated closing statement setting forth the actual computation of the The Purchase Price for the Branches (the “Final Closing Statement”). Without limiting the generality of the foregoing, the Final Closing Statement shall include an update to address any Extensions of Credit To Be Repurchased. The Final Closing Statement shall become final and binding on Purchaser and Seller unless Purchaser gives written notice to Seller of its actual or potential disagreement with respect to any item included in such Final Closing Statement before 5:00 p.m. on the tenth (10th) Business Day after its delivery to Purchaser. Seller and Purchaser shall use their reasonable best efforts to resolve the disagreement or concern during the ten (10) Business Day period following receipt by Seller of such notice. If the disagreement or concern is not resolved during such ten (10) Business Day period, then the dispute shall be referred to an independent accounting firm of nationally recognized standing proposed increased by Seller (and approved by Purchaser unless good cause exists for disapproval) that has not represented any of the parties hereto within the preceding two (2) years, and such Final Closing Statement shall be modified, if required, by the independent accounting firm, and thereupon, such Final Closing Statement shall become final and binding. The cost of the independent accounting firm shall be shared and paid by Purchaser and/or Seller, each of whom will pay an amount equal to the aggregate amount of Retained Liabilities as such accounting firm’s fees and expenses multiplied by a fraction, the numerator of which is the portion of all contested amounts not awarded to such party and the denominator of which is the aggregate of all contested amounts, each as determined by such accounting firm. Once the Final Closing Statement has become final and binding, and in the event that such Final Closing Statement differs from the Closing Statement, the consideration hereunder shall be adjusted in accordance with such Final Closing Statement as follows: (a) if the sum of the Purchase Price and the Settlement Payment for the Branches exceeds the Assumed Deposits are set forth in the Final Closing Statement for the Brancheson Coronado's financial statements dated as of August 31, Purchaser shall pay Seller an amount equal to such difference; or 2004 and as set forth on Schedule 1.42 attached hereto. (b) if The Purchase Price shall also be increased by the Assumed Deposits set forth in the Final Closing Statement for the Branches exceed the sum amount of the Purchase Price and the Settlement Payment for the Branches, Seller shall pay Purchaser an amount equal to such difference (a “Final Settlement Payment”). In either case, interest at the Federal Funds Rate from the Closing Date to, but excluding the date of the Final Settlement Earnout Payment, shall be included in the Final Settlement Paymentif any. Any Final Settlement The Earnout Payment shall be paid within ten (10) Business Days after the Final Closing Statement has become final and binding. The Final Settlement Payment shall be made in cash by Buyer to Coronado by wire transfer of immediately available funds on or before 4:00 p.m. local time on the date of payment to an account specified designated by Coronado within ten (10) business days after the receiving partyday the Written Report referenced in Section 2.3(c) hereof is agreed to, or deemed to be agreed to, by Coronado. (c) As soon as practicable after the termination of the Earnout Period, and in no event more than 60 days thereafter, Buyer shall calculate Coronado's Net Sales for the Earnout Period, determined in accordance with GAAP, and Coronado's EBITDA for the Earnout Period, determined in accordance with GAAP, and shall deliver to Coronado a written report setting forth in reasonable detail, with the related work papers included, the amount and determination of such amounts. The Final Settlement Payment shallwritten report and the financial statements and accountants' work papers accompanying such report are collectively referred to herein as the "Written Report." The Written Report shall be used for purposes of determining the Earnout Payment, if any. Coronado and Buyer hereby agree that all information given to Coronado for the purpose of making such calculations shall be kept confidential and shall not be used except for the purpose of determining the Earnout Payment, if any. During preparation of the Written Report, each party shall cooperate fully with the other, including the provision on a timely basis of all purposesinformation reasonably necessary or useful in preparing the Written Report, including, but not limited to its accountants' work papers, books, records and useful source documentation. (d) If Coronado disagrees with the calculations set forth on the Written Report, it shall notify Buyer in writing of such disagreement within fifteen (15) business days after Coronado receives the Written Report (the "Earnout Objection Period"), setting forth in such notice in reasonable detail the reasons for such disagreement and Coronado's calculation of such amounts. If Coronado fail to provide such written notice within the Earnout Objection Period, then the calculations as set forth in the Written Report will be considered final and binding. If Buyer timely receives such written notice, Buyer and Coronado will attempt in good faith to reach an adjustment agreement as to the Purchase Pricematters in dispute. If Buyer and Coronado, notwithstanding such good faith effort, fail to resolve all matters in dispute within ten (10) business days thereafter, then Coronado and Buyer agree to jointly retain a nationally recognized accounting firm which is independent of, and is not auditing, the books and records of either of Coronado or any of its Affiliates or Buyer or any of its Affiliates (the "Accounting Firm") to arbitrate the dispute and render a decision regarding the Written Report within thirty (30) days of such retention, which decision shall be final and binding. The Accounting Firm shall conduct such arbitration by reviewing the Written Report with the understanding that such calculations determined therein were prepared in accordance with GAAP. The Accounting Firm's work shall be limited to resolving the matters that Coronado raised in its notice of objection, and the Accounting Firm's decision on such matter shall be final and binding and not reviewable for error of any kind. Coronado and Buyer shall each bear their own costs and expenses of any such arbitration and shall share equally the fees and expenses of the Accounting Firm. If Coronado and Buyer cannot agree to jointly retain the Accounting Firm, each shall delegate one Certified Public Accountant. The two Certified Public Accountants shall select a third Certified Public Accountant. The three Certified Public Accountants shall select the Accounting Firm to conduct the arbitration. (e) During the term of the Earnout Period, Buyer shall operate the Business as a separate business division and the Business shall not be allocated expenses from Buyer Parent or Buyer's other divisions and/or subsidiaries, unless the parties otherwise agree. Buyer shall use commercially reasonable efforts to offer the products sold in the Business through Buyer's distribution system as soon and as fully as practicable. On or before the thirtieth (30th) day following the end of each fiscal quarter of Buyer Parent occurring during the Earnout Period, Buyer shall provide Coronado with quarterly statements setting forth Net Sales and EBITDA for Coronado for such fiscal quarter or portion thereof.

Adjustments to Purchase Price. (i) The Purchase Price shall be reduced, on a * basis, by an amount equal to the Final Closing Inventory Shortfall (the “Purchase Price Adjustment”). (ii) Within sixty (60) 30 days after the ClosingClosing Date, Seller Buyer shall examine its books and records and determine the accuracy conduct a physical count of the information set forth Company’s Inventory on-hand and Buyer shall provide a calculation in reasonable detail of the Final Closing Statement and deliver to Purchaser an updated closing statement setting forth the actual computation of Inventory Shortfall, if any, and, if applicable, the Purchase Price for the Branches Adjustment (the “Final Closing Statement”). Without limiting Sellers will cooperate with Buyer in connection with the generality preparation of the foregoingClosing Statement. (iii) At any time within 5 days following the delivery of the Closing Statement pursuant to Section 3.1(b)(ii) hereof, Sellers may deliver a written objection specifying those items on the Closing Statement which it disputes (such items, the Final “Disputed Items”). If Sellers do not so object in writing, the Closing Statement shall include an update to address any Extensions of Credit To Be Repurchased. The Final Closing Statement shall become be final and binding on Purchaser and Seller unless Purchaser gives written notice to Seller of its actual or potential disagreement with respect to any item included in such Final Closing Statement before 5:00 p.m. on the tenth (10th) Business Day after its delivery to Purchaser. Seller and Purchaser shall use their reasonable best efforts to resolve the disagreement or concern during the ten (10) Business Day period following receipt by Seller of such noticeparties. If the disagreement or concern is not resolved during such ten (10) Business Day period, then the dispute shall be referred Sellers object to an independent accounting firm of nationally recognized standing proposed by Seller (and approved by Purchaser unless good cause exists for disapproval) that has not represented any of the parties hereto within the preceding two (2) years, and such Final Closing Statement shall be modified, if required, by the independent accounting firm, and thereupon, such Final Closing Statement shall become final and binding. The cost of the independent accounting firm shall be shared and paid by Purchaser and/or Seller, each of whom will pay an amount equal to the aggregate amount of such accounting firm’s fees and expenses multiplied by a fraction, the numerator of which is the portion of all contested amounts not awarded to such party and the denominator of which is the aggregate of all contested amounts, each as determined by such accounting firm. Once the Final Closing Statement has become final and binding, and in the event that such Final Closing Statement differs from the Closing Statement, the consideration hereunder parties shall be adjusted agree on the amount, if any, which is not in dispute, and attempt to resolve the Disputed Items by negotiation. If the parties are unable to resolve the Disputed Items within 10 days of the objection by Sellers, the parties shall appoint a firm of certified public accountants of national recognition mutually satisfactory to Sellers and Buyer to review the Disputed Items and determine the amount thereof in accordance with GAAP. Buyer and Sellers shall use commercially reasonable efforts to cause such Final Closing Statement accounting firm to determine such amount as follows: soon as is reasonably practicable. The fees and expenses of such accounting firm shall be borne in equal portions by Sellers and Buyer and the determination of such accounting firm shall be final and binding on the parties. (aiv) if If the sum aggregate amount of the Purchase Price Adjustment is less than the Escrow Amount, Buyer and Sellers will deliver mutual instructions to the Settlement Payment for Escrow Agent in accordance with the Branches exceeds terms of the Assumed Deposits set forth in Escrow Agreement to deliver that portion of the Final Closing Statement for the Branches, Purchaser shall pay Seller an amount Escrow Amount equal to such difference; or (b) if the Assumed Deposits set forth in the Final Closing Statement for the Branches exceed the sum of the Purchase Price Adjustment to Buyer and the Settlement Payment for the Branches, Seller shall pay Purchaser an amount equal to such difference (a “Final Settlement Payment”). In either case, interest at the Federal Funds Rate from the Closing Date to, but excluding the date balance of the Final Settlement Payment, Escrow Amount shall remain in escrow to be included distributed in accordance with the Final Settlement Payment. Any Final Settlement Payment shall be paid within ten (10) Business Days after terms of the Final Closing Statement has become final and binding. The Final Settlement Payment shall be made in cash by wire transfer of immediately available funds on or before 4:00 p.m. local time on the date of payment to an account specified by the receiving party. The Final Settlement Payment shall, for all purposes, be considered an adjustment to the Purchase PriceEscrow Agreement.

Adjustments to Purchase Price. (a) Post-Closing Balance Sheet Adjustment. (i) Within sixty 90 days of the Closing Date, Buyer shall prepare the list of assets and liabilities relating to the Business and shall, at its expense, prepare and deliver to Seller a statement of the Net Asset Value of the Business, as of the Closing Date (60the "Closing Statement"), as calculated by independent certified public accountants chosen by Buyer. The Closing Statement shall be prepared according to Korean Generally Accepted Accounting Principles ("Korean GAAP"), subject to the principles and restrictions of item "2" of Schedule 1.6. (ii) days after Seller shall fully cooperate with Buyer in Buyer's preparation of the Closinglist of assets and liabilities as mentioned in Section 1.6(a)(i) above, and each Party shall fully cooperate with the other Party in the other Party's preparation of its tax returns for the relevant tax year or years. (iii) In the event that Seller disagrees with the Closing Statement, Seller shall examine hire an independent certified public accountant at its books and records and determine the accuracy of the information set forth in own expense, which shall prepare Seller's proposed adjustments to the Closing Statement and deliver to Purchaser an updated closing statement setting forth the actual computation within 45 days of Seller's receipt of the Purchase Price for the Branches (the “Final Closing Statement”). Without limiting the generality of the foregoing, the Final Closing Statement shall include an update to address any Extensions of Credit To Be Repurchasedusing Korean GAAP. The Final Any dispute (and only those items in dispute) concerning the Closing Statement which cannot be resolved by the Parties and their respective independent certified public accountants within 30 days of Buyer's receipt of Seller's proposed adjustments to the Closing Statement will be submitted no later than 45 days after such receipt to [ ], or such other independent accounting firm mutually selected by Buyer and Seller, and the determination of such firm shall become be final and binding on Purchaser the Parties. All Parties hereto represent that they have not had a business relationship with [ ] during the five year period preceding the date of this Agreement and Seller unless Purchaser gives written notice to Seller that they shall not establish such a business relationship between the date of its actual or potential disagreement with respect to any item included in such Final this Agreement and the final determination of the Closing Statement before 5:00 p.m. on the tenth (10th) Business Day after its delivery pursuant to Purchaserthis Section 1.6(a). Seller The fees and Purchaser shall use their reasonable best efforts to resolve the disagreement or concern during the ten (10) Business Day period following receipt by Seller expenses of such notice. If the disagreement or concern is not resolved during such ten (10) Business Day period, then the dispute shall be referred to an independent accounting firm of nationally recognized standing proposed by Seller (and approved by Purchaser unless good cause exists for disapproval) that has not represented any of the parties hereto within the preceding two (2) years, and such Final Closing Statement shall be modified, if required, by the independent accounting firm, and thereupon, such Final Closing Statement shall become final and binding. The cost of the third independent accounting firm shall be shared and paid by Purchaser and/or Seller, each of whom will pay an amount equal to the aggregate amount of such accounting firm’s fees and expenses multiplied by a fraction, the numerator of which is the portion of all contested amounts not awarded to such party and the denominator of which is the aggregate of all contested amounts, each as determined by such accounting firm. Once the Final Closing Statement has become final and binding, and in the event that such Final Closing Statement differs from the Closing Statement, the consideration hereunder shall be adjusted in accordance with such Final Closing Statement as follows: (a) if the sum of the Purchase Price and the Settlement Payment for the Branches exceeds the Assumed Deposits set forth in the Final Closing Statement for the Branches, Purchaser shall pay Seller an amount equal to such difference; or (b) if the Assumed Deposits set forth in the Final Closing Statement for the Branches exceed the sum of the Purchase Price and the Settlement Payment for the Branches, Seller shall pay Purchaser an amount equal to such difference (a “Final Settlement Payment”). In either case, interest at the Federal Funds Rate from the Closing Date to, but excluding the date of the Final Settlement Payment, shall be included in the Final Settlement Payment. Any Final Settlement Payment shall be paid within ten (10) Business Days after the Final Closing Statement has become final and binding. The Final Settlement Payment shall be made in cash by wire transfer of immediately available funds on or before 4:00 p.m. local time on the date of payment to an account specified borne equally by the receiving party. The Final Settlement Payment shall, for all purposes, be considered an adjustment to the Purchase PriceParties.