Common use of Closing Balance Sheet Adjustment Clause in Contracts

Closing Balance Sheet Adjustment. (a) Within sixty (60) days after the Closing Date, Purchaser shall cause to be prepared in consultation with the Shareholder Representative and shall deliver to the Shareholder Representative a balance sheet of the Company as of the close of business on the Closing Date, which balance sheet shall reflect, among other things, total current assets, total current liabilities and total shareholders' equity ("Closing Balance Sheet"). The Closing Balance Sheet shall be prepared in accordance with GAAP applied in a manner and using policies consistent with those utilized in preparing the Financial Statements (so long as such policies are consistent with GAAP). The Closing Balance Sheet: (i) shall exclude the book value of the net assets (other than going concern value or other goodwill) of the CompressAR business if such business is transferred to Newco pursuant to Section 7.12 (and shall not include any amount paid by Newco therefor or accruals for any Taxes payable by the Company as a result of such transfer); (ii) shall provide for Taxes as though the period commencing January 1, 1998 and ending on the Closing Date were a taxable year (excluding Taxes arising from the transfer of the CompressAR Net Assets to Newco if such assets are transferred pursuant to Section 7.12); (iii) shall not reflect any effect of the exercise of any Options after the Balance Sheet Date or the execution of any Option Cancellation Agreements and (iv) shall reflect as a liability the full amount of any Excess Transactional Expenses (except Excess Transactional Expenses, if any, that were subtracted from the amounts paid under the promissory notes referred to in Section 2.3) but shall not include any other Transactional Expenses. Without limiting the requirement that all liabilities be reflected on the Closing Balance Sheet, the parties agree that in preparing the Closing Balance Sheet, Company Debt shall be classified as current or long-term without regard to the existence of any default thereunder; provided, however, that all amounts paid at Closing to satisfy in full the Company Debt (other than principal classified as long-term) shall be classified as a current liability.

Closing Balance Sheet Adjustment. (a) Within sixty thirty (6030) days after the Closing Date, Purchaser Seller shall cause to be prepared in consultation with the Shareholder Representative and shall deliver to the Shareholder Representative Buyer a balance sheet of the Company Seller as of the close of business on the Closing Date, which balance sheet shall reflect, among other things, total current assetsCurrent Assets, total current liabilities Current Liabilities and total shareholders' equity Net Plant and Equipment ("Closing Date Balance Sheet"). The Closing Date Balance Sheet shall be prepared in accordance with GAAP applied in a manner and using policies consistent with those that utilized in preparing the Financial Statements (so long as such policies are consistent with GAAPdefined in Section 3.6). The Closing Balance Sheet: . (ib) shall exclude If Buyer does not dispute the book value of the net assets (other than going concern value or other goodwill) of the CompressAR business if such business is transferred to Newco pursuant to Section 7.12 (and shall not include any amount paid by Newco therefor or accruals for any Taxes payable by the Company as a result of such transfer); (ii) shall provide for Taxes as though the period commencing January 1, 1998 and ending on amounts set forth in the Closing Date were a taxable year Balance Sheet, the Closing Date Balance Sheet shall be conclusive. If Buyer disputes any amount set forth in the Closing Date Balance Sheet, Buyer shall so notify Seller in writing (excluding Taxes arising from specifying his objections and the transfer reasons therefor in reasonable detail) within thirty (30) days following receipt thereof and the parties will use all reasonable efforts to resolve any such disputes. If any such dispute cannot promptly be resolved (but in any event within thirty (30) days after submission of the CompressAR Net Assets to Newco if such assets are transferred pursuant to Section 7.12); (iii) shall not reflect any effect written objections of the exercise of any Options after the Balance Sheet Date or the execution of any Option Cancellation Agreements and (iv) shall reflect as a liability the full amount of any Excess Transactional Expenses (except Excess Transactional Expenses, if any, that were subtracted from the amounts paid under the promissory notes referred to in Section 2.3) but shall not include any other Transactional Expenses. Without limiting the requirement that all liabilities be reflected on the Closing Balance SheetBuyer, the parties agree that they will submit the matter to the office of JAMS/ENdispute located in preparing San Diego, California (or, if none, then the office of JAMS/Endispute located closest to San Diego, California) to be arbitrated by a single arbitrator to be mutually selected by the parties. The resolution of the dispute by JAMS/Endispute will be conclusive and binding upon the parties. The fees and expenses of JAMS/ENdispute will be paid one-half by Seller and one-half by Buyer. The Closing Date Balance Sheet and the information set forth thereon, as finally determined pursuant to this Section 1.3(b), is hereinafter referred to as the "Final Closing Balance Sheet." (c) In the event the Current Assets and Net Plant and Equipment less Current Liabilities set forth in the Final Closing Balance Sheet is less than the Current Assets and Net Plant and Equipment less Current Liabilities set forth in the December 31, Company Debt 1997 Balance Sheet contained in Schedule 3.6 (the "Assets Shortfall"), then the Seller and Parent, jointly and severally, shall be classified as current or long-term without regard liable to pay over to Buyer an amount in cash equal to the existence of any default thereunder; provided, however, that all amounts paid at Closing Assets Shortfall. (d) Any payment required to satisfy in full the Company Debt (other than principal classified as long-termbe made under Section 1.3(c) shall be classified made within five (5) business days after the determination thereof ("Due Date"), without setoff for any other matter, by wire transfer to an account designated by Buyer and shall, in addition to such amount, include interest on the amount required to be paid calculated from the Closing Date through the Due Date at a rate of twelve percent (12%) per annum. Any payment to be made pursuant to Section 1.3(c) which is not made on the Due Date shall bear interest at the rate of fifteen percent (15%) per annum from the Due Date until the date paid; provided that no interest shall accrue on any payment due under Section 1.3(c) for so long as a current liabilitydispute exists under Section 1.3(b) unless the final determination of such dispute requires a payment by the Seller or Parent under Section 1.3(c) of more than $50,000.

Closing Balance Sheet Adjustment. (a) 1.9.1 Within sixty (60) 45 days after following the Closing Date, Purchaser shall cause to be prepared in consultation VSI and Seller, with the Shareholder Representative reasonable assistance and cooperation of Buyer (including use of employees of Buyer who were employees of Seller immediately prior to Closing at no cost to Seller), shall prepare and deliver to the Shareholder Representative a balance sheet of the Company as of the close of business on Buyer the Closing Date, which balance sheet shall reflect, among other things, total current assets, total current liabilities Balance Sheet and total shareholders' equity ("the Closing Balance Sheet")Schedules. The Closing Balance Sheet and the Closing Schedules shall be prepared from the books and records of VSI and Seller concerning their respective businesses in accordance with GAAP applied in on a manner and using policies basis consistent with those utilized that used in preparing the preparation of the balance sheet included in the Financial Statements (so long as dated June 30, 1998. Buyer, with the reasonable assistance and cooperation of VSI and Seller, shall have 30 days to review the Closing Balance Sheet and the Closing Schedules after receipt thereof from VSI and Seller. On or before the expiration of such policies are consistent with GAAP)30-day period, Buyer shall deliver to VSI and Seller a written statement accepting or objecting to the Closing Balance Sheet and the Closing Schedules. The In the event that Buyer shall object to the Closing Balance Sheet: (i) , the Closing Schedules or both, such statement shall exclude include a detailed itemization of Buyer's objections and its reasons therefor. If no statement is delivered by Buyer to VSI and Seller within such 30-day period, Buyer shall be deemed to have accepted the book value Closing Balance Sheet and the Closing Schedules. 1.9.2 In the event that Buyer shall timely object to the Closing Balance Sheet, Buyer, VSI and Seller shall promptly meet and in good faith attempt to resolve such objection or objections. Any of such objections which cannot be resolved between Buyer, VSI and Seller within 30 days following VSI's and Seller's receipt of Buyer's statement of objections shall be submitted to binding arbitration conducted by the independent accounting firm of Arthur Andersen LLP. Xx xhx xxxxx that Buyer shall timely object to any of the Closing Schedules, such objection shall be resolved in accordance with Section 5.15 hereof. 1.9.3 In the event that the net assets (other than going concern value or other goodwill) of the CompressAR business if such business is transferred to Newco pursuant to Section 7.12 (and shall not include any amount paid by Newco therefor or accruals for any Taxes payable by the Company as a result of such transfer); (ii) shall provide for Taxes as though the period commencing January 1, 1998 and ending on the Closing Date were a taxable year (excluding Taxes arising from the transfer of the CompressAR Net Assets to Newco if such assets are transferred pursuant to Section 7.12); (iii) shall not reflect any effect of the exercise of any Options after the Balance Sheet Date or the execution of any Option Cancellation Agreements and (iv) shall reflect as a liability the full amount of any Excess Transactional Expenses (except Excess Transactional Expenses, if any, that were subtracted from the amounts paid under the promissory notes referred to in Section 2.3) but shall not include any other Transactional Expenses. Without limiting the requirement that all liabilities be reflected on the Closing Balance Sheet, after all of Buyer's objections thereto shall have been resolved in accordance with Section 1.9.2 hereof, are greater or less than $5,353,593 (i.e. the parties agree that amount of the net assets reflected on the balance sheet included in preparing the Financial Statements dated June 30, 1998), then the amount of any such excess or deficiency shall be paid to VSI and Seller (in the case of an excess) or Buyer (in the case of a deficiency) by the other by wire transfer of immediately available United States funds within three business days of such resolution, receipt of Buyer's written acceptance of the Closing Balance Sheet or expiration of Buyer's 30-day period for objection to the Closing Balance Sheet, Company Debt shall be classified as current or long-term without regard to the existence of any default thereunder; provided, however, that all amounts paid at Closing to satisfy in full the Company Debt (other than principal classified as long-term) shall be classified as a current liability.

Closing Balance Sheet Adjustment. (a) Within sixty Promptly after the Closing but in any event within ninety (6090) days after the Closing DateClosing, Purchaser the Buyer shall cause to be prepared in consultation with prepare a report containing its determination of the Shareholder Representative and shall deliver to the Shareholder Representative a balance sheet of the Company as of the close of business on Closing Date (the Closing Date, which balance sheet shall reflect, among other things, total current assets, total current liabilities and total shareholders' equity ("“Closing Balance Sheet"). The Closing Balance Sheet shall be prepared in accordance with GAAP applied in ”) and a manner and using policies consistent with those utilized in preparing the Financial Statements (so long as such policies are consistent with GAAP). The Closing Balance Sheet: (i) shall exclude the book value calculation of the net assets (other than going concern value or other goodwill) Closing Indebtedness Amount, Net Working Capital Adjustment Amount and amount of the CompressAR business if such business is transferred to Newco pursuant to Section 7.12 (and shall not include any amount paid by Newco therefor or accruals for any Taxes payable by the Company Seller Transaction Expenses, each as a result of such transfer); (ii) shall provide for Taxes as though the period commencing January 1, 1998 and ending 12:01 a.m. on the Closing Date were a taxable year (excluding Taxes arising from the transfer of the CompressAR Net Assets to Newco if such assets are transferred pursuant to Section 7.12); (iii) shall not reflect any effect of the exercise of any Options after the Balance Sheet Date or the execution of any Option Cancellation Agreements and (iv) shall reflect as a liability the full amount of any Excess Transactional Expenses (except Excess Transactional Expenses, if any, that were subtracted from the amounts paid under the promissory notes referred to in Section 2.3) but shall not include any other Transactional Expenses. Without limiting the requirement that all liabilities be reflected on calculations together with the Closing Balance Sheet, the parties agree “Preliminary Statement”). After delivery of the Preliminary Statement by Buyer, Sellers’ Representative and an accounting firm of his choosing will be afforded all access to such books, records and work papers related to the preparation of the Preliminary Statement as the Sellers’ Representative may reasonably request. The Sellers’ Representative will have the right to object to the Preliminary Statement. If the Sellers’ Representative has any objections to the Preliminary Statement, the Sellers’ Representative will deliver to the Buyer a written statement setting forth in reasonable detail the objections (an “Objections Statement”) within thirty (30) days after delivery of the Preliminary Statement. If the Sellers’ Representative does not deliver an Objections Statement during that period, he will be deemed to have accepted the Preliminary Statement. (b) If an Objections Statement is delivered in preparing accordance with Section 1.4(a), the Sellers’ Representative and the Buyer will negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within twenty (20) days after the delivery of the Objections Statement, the Sellers’ Representative and the Buyer will submit such dispute to a mutually acceptable nationally recognized independent public accounting firm agreed upon in good faith by the Sellers’ Representative and the Buyer in writing (the “Dispute Resolution Auditor”). The Sellers’ Representative and the Buyer will instruct the Dispute Resolution Auditor to resolve the dispute as soon as practicable and use their commercially reasonable efforts to cause the Dispute Resolution Auditor to resolve the dispute in any event within thirty (30) days of the engagement of the Dispute Resolution Auditor. In resolving the dispute, the Dispute Resolution Auditor will consider only those items and those amounts that are identified in the Objections Statement as being items that the Sellers’ Representative and the Buyer have been unable to resolve and shall determine such amounts within the range of values proposed by the Sellers’ Representative and the Buyer. Any communications with the Dispute Resolution Auditor must be written and delivered to each party to the dispute. The resolution of the dispute by the Dispute Resolution Auditor will be final, binding and non-appealable by the Parties, and judgment may be entered upon the determination of the Dispute Resolution Auditor in any court having jurisdiction over the party against which such determination is to be enforced. The fees, costs and expenses of the Dispute Resolution Auditor shall be borne equally by the Buyer and Sellers, unless the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonably. (c) Promptly and in any event no later than the fifth business day following the final determination of the Closing Balance SheetIndebtedness Amount, Company Debt the Net Working Capital Adjustment Amount and the amount of the Seller Transaction Expenses in accordance with this Section 1.4: (i) If the Purchase Price, as finally determined pursuant to this Section 1.4, exceeds the Estimated Purchase Price (the positive difference between the Estimated Purchase Price and the Purchase Price being the “Shortfall”), then the Buyer will pay the Shortfall to the Sellers, at the Buyer’s election, (A) cash in the amount of the Shortfall, or (B) fifty percent (50%) of the Shortfall in cash and fifty percent (50%) of the Shortfall in shares of Buyer Common Stock. The cash portion of the Shortfall will be paid to the Sellers’ Representative to disburse the amounts to each Seller (or, at the direction of the Sellers’ Representative, directly to each Seller) in accordance with the allocations set forth on Exhibit B hereto and pursuant to the instructions of the Sellers. With respect to the stock portion of the Shortfall, if applicable, the Buyer shall cause the Buyer’s transfer agent to credit by book entry in the name of each of the Sellers the number of full shares of Buyer Common Stock to which the Sellers shall be classified entitled as current or long-term without regard directed by the Sellers’ Representative. If applicable, the total number of shares of Buyer Common Stock to be delivered to the existence Sellers for the Shortfall shall be equal to: (x) the dollar value of the portion of the Shortfall to be paid in shares of Buyer Common Stock, divided by (y) the average closing trading price on the New York Stock Exchange of the Buyer Common Stock for the ten (10) trading day period ending on the second day prior to the Shortfall payment date. No fractional share of Buyer Common Stock shall be issued. Instead of any default thereunder; providedfractional share of Buyer Common Stock that would otherwise be issuable, howeverthe Buyer shall make a cash payment in respect of such fractional share equal to the fraction multiplied by the average closing trading price noted in clause (y) above. (ii) If the Purchase Price, that all amounts paid at Closing as finally determined pursuant to satisfy in full this Section 1.4, is less than the Company Debt Estimated Purchase Price (other than principal classified as long-term) the negative difference between the Purchase Price and the Estimated Purchase Price being the “Overage Amount”), then the Overage Amount shall be classified as paid to the Buyer by cancellation, retirement and/or release of a current liabilityportion of the Holdback Amount. The total number of shares of Buyer Common Stock to be cancelled, retired or released for the Overage Amount shall be equal to: (x) the dollar value of the portion of the Overage Amount to be paid in shares of Buyer Common Stock, divided by (y) the average closing trading price on the New York Stock Exchange of the Buyer Common Stock for the ten (10) trading day period ending on the second day prior to the Overage Amount payment date. No fractional share of Buyer Common Stock shall be retired or cancelled. Instead of any fractional share of Buyer Common Stock that would otherwise be cancelled, retired or released, the Sellers shall make a cash payment to Buyer in respect of such fractional share equal to the fraction multiplied by the average closing trading price noted in clause (y) above. The Sellers hereby grant the Buyer the right to cancel, retire and/or release shares of Buyer Common Stock pursuant to this section and to notify the Buyer’s transfer agent of the foregoing. If the Sellers shall fail to pay or cause to be paid such amounts to the Buyer, then in addition to any other remedies available to it, the Buyer shall have the right to offset such amounts against the Earn Out Payment.

Closing Balance Sheet Adjustment. (a) Within sixty thirty (6030) days after the Closing Date, Purchaser Seller shall cause to be prepared in consultation with the Shareholder Representative and shall deliver to the Shareholder Representative Buyer a preliminary balance sheet of the Company Seller as of the close of business on the Closing Date, which balance sheet shall reflect, among other things, total current assetsCurrent Assets (other than intercompany receivables and an amount of cash sufficient to satisfy Section 1.3(c) below), total current liabilities Current Liabilities and total shareholders' equity Net Plant and Equipment ("“Preliminary Closing Date Balance Sheet"”). Current Liabilities shall only include Assumed Liabilities (as defined in section 1.4 below). The Preliminary Closing Date Balance Sheet shall be prepared in accordance with Canadian GAAP applied in a manner and using policies consistent with those that utilized in preparing the Financial Statements (so long as such policies are consistent with GAAPdefined in Section 3.6). (b) Buyer shall have thirty (30) days following receipt of the Preliminary Closing Date Balance Sheet to review and make adjustments to the Preliminary Closing Date Balance Sheet, including preparation of a schedule translating the Preliminary Closing Date Balance Sheet into U.S. Dollars for purposes of measuring the Net Current Assets (as defined below). The Seller shall give support and provide information to Buyer as reasonably necessary during Buyer’s review period to facilitate a substantive review and adjustment. Buyer shall deliver the reviewed and adjusted Preliminary Closing Date Balance Sheet (“Buyer’s Adjusted Closing Date Balance Sheet: ”) to Seller prior to the end of such thirty (i30) day period. (c) If Seller does not dispute the amounts set forth in the Buyer’s Adjusted Closing Date Balance Sheet, the Buyer’s Adjusted Closing Date Balance Sheet shall exclude be conclusive. If Seller disputes any amount set forth in the book value Buyer’s Adjusted Closing Date Balance Sheet, Seller shall so notify Buyer in writing (specifying Seller’s objections and the reasons therefor in reasonable detail) within thirty (30) days following receipt thereof and the parties will use all reasonable efforts to resolve any such disputes. If any such dispute cannot promptly be resolved (but in any event within thirty (30) days after submission of the net assets (other than going concern value or other goodwill) written objections of the CompressAR business if such business is transferred to Newco pursuant to Section 7.12 (and shall not include any amount paid by Newco therefor or accruals for any Taxes payable by the Company as a result of such transfer); (ii) shall provide for Taxes as though the period commencing January 1, 1998 and ending on the Closing Date were a taxable year (excluding Taxes arising from the transfer of the CompressAR Net Assets to Newco if such assets are transferred pursuant to Section 7.12); (iii) shall not reflect any effect of the exercise of any Options after the Balance Sheet Date or the execution of any Option Cancellation Agreements and (iv) shall reflect as a liability the full amount of any Excess Transactional Expenses (except Excess Transactional Expenses, if any, that were subtracted from the amounts paid under the promissory notes referred to in Section 2.3) but shall not include any other Transactional Expenses. Without limiting the requirement that all liabilities be reflected on the Closing Balance SheetSeller, the parties agree that they will submit the matter to the office of JAMS/Endispute located in preparing San Diego, California (or, if none, then the office of JAMS/Endispute located closest to San Diego, California) to be arbitrated by a single arbitrator to be mutually selected by the parties. The resolution of the dispute by JAMS/Endispute will be conclusive and binding upon the parties. The fees and expenses of JAMS/Endispute will be paid by the party JAMS/Endispute determines to be the non-prevailing party, or if there is no prevailing party as determined by the arbitrator. The Buyer’s Adjusted Closing Date Balance Sheet and the information set forth thereon, as finally determined pursuant to this Section 1.3(b), is hereinafter referred to as the “Final Closing Balance Sheet.” (d) In the event the Current Assets less Current Liabilities set forth in the Final Closing Balance Sheet (“Net Current Assets”) is less than $925,000, Company Debt then Seller shall be classified as current or long-term without regard liable to pay over to Buyer an amount in cash equal to the existence difference between (i) $925,000 and (ii) the Net Current Assets. (e) Any payment required to be made under Section 1.3(c) shall be made within fifteen (15) business days after the determination thereof (“Due Date”), without setoff for any other matter, by wire transfer to an account designated by Buyer. If such payment is not made by the Due Date, Seller shall pay interest from the Due Date until the date paid at a simple rate of any default thereunderinterest equal to eight percent (8%) per annum; provided, however, in no event shall such rate exceed the maximum rate permitted by law and provided further that all amounts paid at Closing to satisfy in full the Company Debt (other than principal classified as long-termno interest shall accrue on any payment due under Section 1.3(c) shall be classified for so long as a current liabilitydispute exists under Section 1.3(b).

Closing Balance Sheet Adjustment. (a) 1.9.1 Within sixty (60) 45 days after following the Closing Date, Purchaser shall cause to be prepared in consultation VSI and Seller, with the Shareholder Representative reasonable assistance and cooperation of Buyer (including use of employees of Buyer who were employees of Seller immediately prior to Closing at no cost to Seller), shall prepare and deliver to the Shareholder Representative a balance sheet of the Company as of the close of business on Buyer the Closing Date, which balance sheet shall reflect, among other things, total current assets, total current liabilities Balance Sheet and total shareholders' equity ("the Closing Balance Sheet")Schedules. The Closing Balance Sheet and the Closing Schedules shall be prepared from the books and records of VSI and Seller concerning their respective businesses in accordance with GAAP applied in on a manner and using policies basis consistent with those utilized that used in preparing the preparation of the balance sheet included in the Financial Statements (so long as dated June 30, 1998. Buyer, with the reasonable assistance and cooperation of VSI and Seller, shall have 30 days to review the Closing Balance Sheet and the Closing Schedules after receipt thereof from VSI and Seller. On or before the expiration of such policies are consistent with GAAP)30-day period, Buyer shall deliver to VSI and Seller a written statement accepting or objecting to the Closing Balance Sheet and the Closing Schedules. The In the event that Buyer shall object to the Closing Balance Sheet: (i) , the Closing Schedules or both, such statement shall exclude include a detailed itemization of Buyer's objections and its reasons therefor. If no statement is delivered by Buyer to VSI and Seller within such 30-day period, Buyer shall be deemed to have accepted the book value Closing Balance Sheet and the Closing Schedules. 1.9.2 In the event that Buyer shall timely object to the Closing Balance Sheet, Buyer, VSI and Seller shall promptly meet and in good faith attempt to resolve such objection or objections. Any of such objections which cannot be resolved between Buyer, VSI and Seller within 30 days following VSI's and Seller's receipt of Buyer's statement of objections shall be submitted to binding arbitration conducted by the independent accounting firm of Xxxxxx Xxxxxxxx LLP. In the event that Buyer shall timely object to any of the Closing Schedules, such objection shall be resolved in accordance with Section 5.15 hereof. 1.9.3 In the event that the net assets (other than going concern value or other goodwill) of the CompressAR business if such business is transferred to Newco pursuant to Section 7.12 (and shall not include any amount paid by Newco therefor or accruals for any Taxes payable by the Company as a result of such transfer); (ii) shall provide for Taxes as though the period commencing January 1, 1998 and ending on the Closing Date were a taxable year (excluding Taxes arising from the transfer of the CompressAR Net Assets to Newco if such assets are transferred pursuant to Section 7.12); (iii) shall not reflect any effect of the exercise of any Options after the Balance Sheet Date or the execution of any Option Cancellation Agreements and (iv) shall reflect as a liability the full amount of any Excess Transactional Expenses (except Excess Transactional Expenses, if any, that were subtracted from the amounts paid under the promissory notes referred to in Section 2.3) but shall not include any other Transactional Expenses. Without limiting the requirement that all liabilities be reflected on the Closing Balance Sheet, after all of Buyer's objections thereto shall have been resolved in accordance with Section 1.9.2 hereof, are greater or less than $5,353,593 (i.e. the parties agree that amount of the net assets reflected on the balance sheet included in preparing the Financial Statements dated June 30, 1998), then the amount of any such excess or deficiency shall be paid to VSI and Seller (in the case of an excess) or Buyer (in the case of a deficiency) by the other by wire transfer of immediately available United States funds within three business days of such resolution, receipt of Buyer's written acceptance of the Closing Balance Sheet or expiration of Buyer's 30-day period for objection to the Closing Balance Sheet. 1.9.4 In addition to the net asset adjustment set forth in Section 1.9.3 hereof, Company Debt in the event that the Closing Balance Sheet reflects assets which are not purchased by Buyer or reflects liabilities which are not assumed by Buyer, the excess, if any, of the aggregate amount of any such assets over the aggregate amount of any such liabilities shall be classified paid to Buyer or, as current or long-term without regard the case may be, the aggregate amount of any such liabilities over the aggregate amount of any such assets shall be paid to VSI and Seller, in either case by wire transfer of immediately available United States funds within three business days following the resolution of Buyer=s objections to the existence Closing Balance Sheet referred in Section 1.9.3 above, receipt of any default thereunder; provided, however, that all amounts paid at Buyer=s written acceptance of the Closing Balance Sheet or expiration of Buyer=s 30-day period for objections to satisfy in full the Company Debt (other than principal classified as long-term) shall be classified as a current liabilityClosing Balance Sheet.

Closing Balance Sheet Adjustment. (a) Within sixty (60) days after the Closing Date, Purchaser shall cause to be prepared in consultation with the Shareholder Representative and shall deliver to the Shareholder Representative a balance sheet of the Company as of the close of business on the Closing Date, which Date to be prepared in accordance with the books and records of the Company and in compliance with GAAP consistently applied. Such balance sheet shall reflectbe adjusted to: (i) exclude all Liabilities resulting from any accrual on any prior balance sheet of the Company relating to the residual value of equipment of the Company after the termination of the current equipment lease (the "Residual Value Accrual Liabilities"), among (ii) exclude the Chicago Leases, (iii) exclude the Intercompany Transactions, (v) exclude all cash and the restricted cash relating to the Chicago Leases, and (vi) include, to the extent not already included thereon, all other thingsadjustments agreed to by the parties or contemplated by the terms of this Agreement (such balance sheet as so adjusted, total current assets, total current liabilities and total shareholders' equity (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared delivered by Purchaser to Stockholder within 75 days after the Closing Date for review by Stockholder. All costs and expenses of Purchaser incurred in connection with the Closing Balance Sheet shall be paid by Purchaser and all costs and expenses of Stockholder incurred in connection with the Closing Balance Sheet shall be paid by Stockholder. After Purchaser delivers the Closing Balance Sheet, Purchaser shall cause the Company to, and the Company shall provide any information reasonably requested by Stockholder in order to review the Closing Balance Sheet for the purposes of approving or objecting thereto. (b) If Stockholder objects to all or part of the Closing Balance Sheet as delivered by Purchaser, Stockholder must deliver to Purchaser written notice of such objections ("Stockholder's Objection Notice") not more than 15 days after the date Stockholder receives the Closing Balance Sheet. If Stockholder does not deliver a Stockholder's Objection Notice to Purchaser within such 15-day period, Stockholder shall be deemed to have accepted the Closing Balance Sheet delivered by Purchaser. If a Stockholder's Objection Notice is delivered to Purchaser by Stockholder within such 15-day period, Purchaser shall have 15 days after the date Purchaser receives Stockholder's Objection Notice to object to Stockholder's objections by delivering a written notice of objection ("Purchaser's Objection Notice") to Stockholder. If Purchaser does not deliver a Purchaser's Objection Notice to Stockholder within such 15-day period, Purchaser shall be deemed to have accepted Stockholder's objections to the Closing Balance Sheet and Purchaser shall revise the Closing Balance Sheet in accordance with GAAP applied Stockholder's objections contained in Stockholder's Objection Notice. If Purchaser does deliver Purchaser's Objection Notice to Stockholder within such 15-day period, Stockholder and Purchaser shall use reasonable best efforts to resolve all objections relating to the Closing Balance Sheet. If Stockholder and Purchaser do not reach a manner final resolution of all such objections within 15 days after delivery of Purchaser's Objection Notice, Stockholder and using policies consistent with those utilized Purchaser shall submit all unresolved objections to the Mediator for resolution. Any documents submitted by a party to the Mediator, either unilaterally or at the Mediator's request, shall be simultaneously submitted to the other party. The Mediator's decision shall be rendered within 45 days after submittal. The determination of the Mediator shall be set forth in preparing the Financial Statements (so long as such policies are consistent with GAAP)writing and shall be conclusive and binding upon Stockholder and Purchaser. The Closing Balance Sheet shall be revised by Purchaser as appropriate to reflect the resolution of any such objections among the parties or by the Mediator. (c) In the event Stockholder and Purchaser submit any unresolved objections to the Closing Balance Sheet to the Mediator for resolution as provided herein, Purchaser and Stockholder shall share responsibility for the fees and expenses of the Mediator as follows: (i) if the Mediator resolves all of the unresolved objections in favor of Purchaser, Stockholder shall be responsible for all of the fees and expenses of the Mediator; (ii) if the Mediator resolves all of the unresolved objections in favor of Stockholder, Purchaser shall be responsible for all of the fees and expenses of the Mediator; and (iii) if the Mediator resolves some of the unresolved objections in favor of Purchaser and the rest of the unresolved objections in favor of Stockholder, Purchaser shall be responsible for a proportionate amount of the fees and expenses of the Mediator based on the dollar amount of the unresolved objections resolved against Purchaser compared to the total dollar amount of all unresolved objections submitted to the Mediator and Stockholder shall be responsible for a proportionate amount of the fees and expenses of the Mediator based on the dollar amount of the unresolved objections resolved against Stockholder compared to the total dollar amount of all unresolved objections submitted to the Mediator. (d) Based on the Closing Balance Sheet, the Initial Merger Consideration shall be adjusted as follows: (i) shall exclude if the book value of the net assets (other than going concern value or other goodwill) of the CompressAR business if such business is transferred to Newco pursuant to Section 7.12 (and shall not include any amount paid by Newco therefor or accruals for any Taxes payable by the Company Company's Working Capital, as a result of such transfer); (ii) shall provide for Taxes as though the period commencing January 1, 1998 and ending on the Closing Date were a taxable year (excluding Taxes arising from the transfer of the CompressAR Net Assets to Newco if such assets are transferred pursuant to Section 7.12); (iii) shall not reflect any effect of the exercise of any Options after the Balance Sheet Date or the execution of any Option Cancellation Agreements and (iv) shall reflect as a liability the full amount of any Excess Transactional Expenses (except Excess Transactional Expenses, if any, that were subtracted from the amounts paid under the promissory notes referred to in Section 2.3) but shall not include any other Transactional Expenses. Without limiting the requirement that all liabilities be reflected on the Closing Balance Sheet, is less than $500,000.00 (the parties agree that amount of such deficiency referred to as the "Working Capital Deficiency"), Stockholder shall be obligated to pay back to Purchaser an amount equal to the Working Capital Deficiency; (ii) if the Working Capital, as reflected on the Closing Balance Sheet, is greater than $500,000.00 (the amount of such excess referred to as the "Working Capital Excess"), Purchaser shall be obligated to pay to Stockholder an additional amount equal to the sum of the Working Capital Excess, or (iii) if the Working Capital, as reflected on the Closing Balance Sheet, is equal to $500,000.00, there shall be no adjustment made to the Initial Merger Consideration. Any amounts payable under this Section 2.4(d) shall be paid in cash, together with interest at the prime rate of interest as reported in the Wall Street Journal, Midwest Edition, on the Closing Date, beginning on the Closing Date and ending on the date of payment, within 3 business days after the date on which the Closing Balance Sheet is finally determined pursuant to Section 2.4(b). (e) Purchaser shall make the work papers and back-up materials used in preparing the Closing Balance SheetSheet available to Stockholder and Stockholder's other representatives, Company Debt shall be classified as current or long-term without regard and to the existence of Mediator in the event any default thereunder; provided, however, that all amounts paid at unresolved objections to the Closing Balance Sheet are submitted to satisfy in full the Company Debt (other than principal classified as long-term) shall be classified as a current liabilityMediator.

Closing Balance Sheet Adjustment. (a) 1.9.1 Within sixty (60) 45 days after following the Closing Date, Purchaser shall cause to be prepared in consultation Seller, with the Shareholder Representative reasonable assistance and cooperation of Buyer (including use of employees of Buyer who were employees of Seller immediately prior to Closing at no cost to Seller), shall prepare and deliver to the Shareholder Representative a balance sheet of the Company as of the close of business on Buyer the Closing Date, which balance sheet shall reflect, among other things, total current assets, total current liabilities Balance Sheet and total shareholders' equity ("the Closing Balance Sheet")Schedules. The Closing Balance Sheet and the Closing Schedules shall be prepared from the books and records of Seller and the Subsidiaries concerning their respective businesses in accordance with GAAP applied in on a manner and using policies basis consistent with those utilized that used in preparing the preparation of the balance sheet included in the Financial Statements (so long as dated June 30, 1998. Buyer, with the reasonable assistance and cooperation of Seller, shall have 30 days to review the Closing Balance Sheet and the Closing Schedules after receipt thereof from Seller. On or before the expiration of such policies are consistent with GAAP)30-day period, Buyer shall deliver to Seller a written statement accepting or objecting to the Closing Balance Sheet and the Closing Schedules. The In the event that Buyer shall object to the Closing Balance Sheet: (i) , the Closing Schedules or both, such statement shall exclude include a detailed itemization of Buyer's objections and its reasons therefor. If no statement is delivered by Buyer to Seller within such 30-day period, Buyer shall be deemed to have accepted the book value Closing Balance Sheet and the Closing Schedules. 1.9.2 In the event that Buyer shall timely object to the Closing Balance Sheet, Buyer and Seller shall promptly meet and in good faith attempt to resolve such objection or objections. Any of such objections which cannot be resolved between Buyer and Seller within 30 days following Seller's receipt of Buyer's statement of objections shall be submitted to binding arbitration conducted by the independent accounting firm of Arthur Andersen LLP. In the xxxxx txxx Xxxxr shall timely object to any of the Closing Schedules, such objection shall be resolved in accordance with Section 5.15 hereof. 1.9.3 In the event that the net assets (other than going concern value or other goodwill) of the CompressAR business if such business is transferred to Newco pursuant to Section 7.12 (and shall not include any amount paid by Newco therefor or accruals for any Taxes payable by the Company as a result of such transfer); (ii) shall provide for Taxes as though the period commencing January 1, 1998 and ending on the Closing Date were a taxable year (excluding Taxes arising from the transfer of the CompressAR Net Assets to Newco if such assets are transferred pursuant to Section 7.12); (iii) shall not reflect any effect of the exercise of any Options after the Balance Sheet Date or the execution of any Option Cancellation Agreements and (iv) shall reflect as a liability the full amount of any Excess Transactional Expenses (except Excess Transactional Expenses, if any, that were subtracted from the amounts paid under the promissory notes referred to in Section 2.3) but shall not include any other Transactional Expenses. Without limiting the requirement that all liabilities be reflected on the Closing Balance Sheet, after all of Buyer's objections thereto shall have been resolved in accordance with Section 1.9.2 hereof, are greater or less than $5,353,593 (i.e. the parties agree that amount of the net assets reflected on the balance sheet included in preparing the Financial Statements dated June 30, 1998), then the amount of any such excess or deficiency shall be paid to Seller (in the case of an excess) or Buyer (in the case of a deficiency) by the other by wire a-72684.2 12 transxxx xx xxxxxxxxxxx xxxxxxxxx Xxxxxx Xxxxxx xxxxx xxxxxx three business days of such resolution, receipt of Buyer's written acceptance of the Closing Balance Sheet or expiration of Buyer's 30-day period for objection to the Closing Balance Sheet, Company Debt shall be classified as current or long-term without regard to the existence of any default thereunder; provided, however, that all amounts paid at Closing to satisfy in full the Company Debt (other than principal classified as long-term) shall be classified as a current liability.

Closing Balance Sheet Adjustment. (a) Within sixty (60) days after the Closing DateOn or prior to February 15, Purchaser 1999, Seller shall cause to be prepared in consultation with the Shareholder Representative and shall deliver to the Shareholder Representative Buyer a balance sheet of the Company Assets and Assumed Liabilities as of the close of business on January 31, 1999 (the Closing Date, which balance sheet shall reflect, among other things, total current assets, total current liabilities and total shareholders' equity ("Closing Balance Sheet"). The Closing Balance Sheet shall be prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied in a manner and using policies consistent with those that utilized in preparing the Financial Statements (so long balance sheet dated November 30, 1998, a copy of which is attached hereto as such policies are consistent with GAAP). The Schedule G, except that the Closing Balance Sheet: Sheet shall not include any reserves against the Accounts Receivable. On or prior to April 15, 1999, Seller with assistance and cooperation of Buyer shall adjust items stated in the Closing Balance Sheet to reflect the following as of Marcx 00, 0000 (xxx "Xxjustment Date"): (i) shall exclude any increase or decrease in the Plant, Property and Equipment required to reflect the actual book value of the net assets (other than going concern value or other goodwill) of the CompressAR business if such business is transferred to Newco pursuant to Section 7.12 (and shall not include any amount paid Physical Assets acquired by Newco therefor or accruals for any Taxes payable by the Company as a result of such transfer)Buyer hereunder; (ii) shall provide for Taxes as though a decrease in accounts receivable resulting from the period commencing January 1, 1998 and ending return of any uncollected Accounts Receivable by Buyer to Seller on the Closing Adjustment Date were a taxable year (excluding Taxes arising from the transfer of the CompressAR Net Assets to Newco if such assets are transferred pursuant to Section 7.12); and (iii) shall not reflect a decrease in Deferred Revenues if and to the extent any effect prepayments made to Seller have been returned by Seller to customers at the reasonable request of Buyer on or prior to the exercise of any Options after the Balance Sheet Adjustment Date or the execution of any Option Cancellation Agreements and (iv) shall reflect as a liability the full amount of any Excess Transactional Expenses (except Excess Transactional Expenses, if any, that were subtracted from the amounts paid under the promissory notes referred to in Section 2.3) but shall not include any other Transactional Expenses. Without limiting the requirement that all liabilities be reflected on the Closing Balance Sheet, as adjusted by the foregoing, to be referred to herein as the "Adjusted Closing Balance Sheet"). For purposes of the adjustments contemplated in the Adjusted Closing Balance Sheet the unpaid balance of each customer's Accounts Receivable shall be applied to such customer's Account Receivable according to the customer's remittance advice. Following the Adjustment Date any unpaid Accounts Receivable with respect to which an adjustment pursuant to item (ii) of this Section 2.2(a) has or will be made shall be assigned by Buyer to Seller (the "Unpaid Accounts Receivable"). Any amounts received as payments by Buyer with respect to an Unpaid Accounts Receivable shall be held by Buyer as custodian for Seller and, further, shall be paid by Buyer to Seller within ten (10) business days of the end of each calendar month, commencing with the first calendar month ending after the Adjustment Date. Buyer shall provide reasonable assistance to Seller in attempting to collect the Unpaid Accounts Receivable. (b) If Buyer does not dispute the amounts set forth in the Adjusted Closing Balance Sheet, the Adjusted Closing Balance Sheet shall be conclusive. If Buyer disputes any amount set forth in the Adjusted Closing Balance Sheet, Buyer shall so notify Seller in writing (specifying its objections and the reasons therefor in reasonable detail) within thirty (30) days following receipt thereof and the parties shall use all reasonable efforts to resolve any such disputes. If any such dispute cannot be promptly resolved (but in any event within thirty (30) days after submission of the written objections of Buyer, the parties agree that they will submit the matter to the office of JAMS/Endispute located in preparing Irvine, California (or, if none, then the office of JAMS/Endispute located closest to Irvine, California) to be arbitrated by a single arbitrator to be mutually selected by the parties. The resolution of the dispute will be paid one-half by Seller and one-half by Buyer. The Adjusted Closing Balance Sheet and the information set forth thereon, as finally determined pursuant to this Section 2.2(b), is hereinafter referred to as the "Final Adjusted Closing Balance Sheet." (c) In the event the Net Asset Value set forth in the Final Adjusted Closing Balance Sheet is negative, Company Debt Seller shall be classified liable to pay over to Buyer an amount in cash equal to amount by which such Net Asset Value is negative. In the event that the Net Asset Value set forth in the Final Adjusted Closing Balance Sheet is positive, Buyer shall execute a secured promissory note ("Note") in favor of Seller in the principal amount by which the Net Asset Value is positive in the form attached hereto as current or long-term without regard Exhibit H and a related security agreement ("Security Agreement") in the form attached hereto as Exhibit I. (d) Any payment required to the existence of any default thereunder; provided, however, that all amounts paid at Closing to satisfy in full the Company Debt (other than principal classified as long-termbe made under Sections 2.2(c) and 2.2(d) shall be classified as a current liabilitymade within thirty (30) days after the determination thereof.

Closing Balance Sheet Adjustment. (a) Within sixty (60) 60 days after the Closing Date, Purchaser shall Seller will prepare or cause to be prepared in consultation with the Shareholder Representative and shall will deliver to the Shareholder Representative Buyer a consolidated audited balance sheet of the Company Business as of the close opening of business on the Closing Date, which Date (the "CLOSING BALANCE SHEET") and unaudited consolidated balance sheet shall reflect, among other things, total current assets, total current liabilities and total shareholders' equity sheets of the Business as of the end of each of the three calendar months immediately preceding the Closing (the "Closing Balance SheetCOMPARISON BALANCE SHEETS"), in each case based upon the assets transferred to, and the liabilities assumed by, Buyer pursuant to this Agreement and the Working Capital Instructions. The Closing Balance Sheet shall and the Comparison Balance Sheets (collectively, the "ADJUSTMENT BALANCE SHEETS") will be prepared utilizing GAAP and the policies, practices and procedures utilized in the preparation of the December 31, 2001 consolidated balance sheet contained in the Business Financial Statements (or where GAAP was not utilized in the preparation of such December 31, 2001 balance sheet, utilizing GAAP). Seller will retain the Los Angeles, California office of PricewaterhouseCoopers LLP to audit the Closing Balance Sheet and to render its report thereon stating that the Closing Balance Sheet has been prepared in accordance with GAAP applied the terms of this SECTION 3.5(A). Such report of PricewaterhouseCoopers LLP will be delivered by Seller to Buyer together with the Adjustment Balance Sheets. The date on which the Adjustment Balance Sheets and the report thereon of PricewaterhouseCoopers LLP are received by Buyer is referred to herein as the "DELIVERY DATE." (b) Buyer agrees that Buyer will, and will cause its independent accountants, the San Jose, California office of PricewaterhouseCoopers LLP, to cooperate in the preparation of the Adjustment Balance Sheets and in the conduct of the audits, reviews, inventories and inspections to be undertaken in connection with the preparation of the Adjustment Balance Sheets, including without limitation making available to Seller and its independent accountants such books and records, documents, work papers, facilities and personnel as may reasonably be requested by Seller or its independent accountants and accessible to or within the possession or control of Buyer or its independent accountants. (c) The Closing Balance Sheet and the Comparison Balance Sheets will be deemed to be the final, binding and conclusive Closing Balance Sheet (the "FINAL CLOSING BALANCE SHEET") and Comparison Balance Sheets (the "FINAL COMPARISON BALANCE SHEETS"), respectively, for all purposes on the 30th day after the Delivery Date unless Buyer disputes the Adjustment Balance Sheets and delivers to Seller written notice of such disagreement (the "NOTICE OF DISAGREEMENT") on or prior to such 30th day specifying in reasonable detail the nature of Buyer's objections to the Closing Balance Sheet or one or more of the Comparison Balance Sheets. To be assertable in the Notice of Disagreement, an objection by Buyer (i) (A) with respect to any individual item on an Adjustment Balance Sheet must assert that said Adjustment Balance Sheet was not prepared in accordance with the terms of SECTION 3.5(A) (including the Working Capital Instructions) with respect to such item; (B) must assert that said Adjustment Balance Sheet has omitted an item which should have been included on the Adjustment Balance Sheet in accordance with the terms of SECTION 3.5(A) (including the Working Capital Instructions) or (C) must assert that said Adjustment Balance Sheet has included an item which should have been omitted on the Adjustment Balance Sheet in accordance with the terms of SECTION 3.5(A) (including the Working Capital Instructions) and (ii) must relate to an adjustment in any single item on the Closing Balance Sheet or a manner Comparison Balance Sheet which is a component in the determination of Working Capital and using policies consistent is in an amount equal to or greater than $150,000. Buyer hereby waives the right to assert any objection with those utilized respect to an Adjustment Balance Sheet that is not asserted in preparing the Financial Statements Notice of Disagreement delivered to Seller by Buyer within 30 days after the Delivery Date. If the Notice of Disagreement is delivered to Seller by Buyer within such 30-day period, then the Adjustment Balance Sheet (so long as adjusted, if necessary) will be deemed to be the Final Closing Balance Sheet or Final Comparison Balance Sheet, as applicable, for all purposes on the earlier of (i) the date Buyer and Seller resolve in writing all differences they have with respect to such policies Adjustment Balance Sheet(s) or (ii) the date the disputed matters are consistent resolved in writing by the Unaffiliated Firm (as defined in SECTION 3.5(D)). In the event that disputed matters are resolved by the Unaffiliated Firm, the Final Closing Balance Sheet or Final Comparison Balance Sheet, as applicable, will consist of the applicable amounts from such Adjustment Balance Sheet (or amounts otherwise agreed to in writing by Buyer and Seller) as to items that have not been submitted for resolution to the Unaffiliated Firm, and the amounts determined by the Unaffiliated Firm as to items that were submitted for resolution by the Unaffiliated Firm. (d) During the 30-day period following the delivery of the Notice of Disagreement, Buyer and Seller will use their diligent good faith efforts to resolve any differences they may have with GAAPrespect to matters specified in the Notice of Disagreement. If, at the end of such 30-day period, Buyer and Seller have not reached agreement on such matters, Seller will have an additional 10 days to advise Buyer in writing of Seller's position with respect to each of Buyer's proposed adjustments that are in dispute (the "SELLER'S LETTER"). Promptly following the delivery to Buyer of Seller's Letter, Buyer and Seller will jointly engage an accounting firm of nationally recognized reputation which has not had a material relationship with either party during the 5-year period prior to the date of this Agreement (the "UNAFFILIATED FIRM") to resolve the matters which remain in dispute with respect to the Adjustment Balance Sheets as an expert and not as an arbitrator in accordance with the procedures set forth in this SECTION 3.5. In connection with such engagement, Buyer and Seller agree to execute, if requested by the Unaffiliated Firm, a reasonable engagement letter including customary indemnities. Promptly after such engagement of the Unaffiliated Firm, Buyer or Seller will provide the Unaffiliated Firm with a copy of this Agreement, the Adjustment Balance Sheets and the Notice of Disagreement and Seller's Letter. The Unaffiliated Firm will have the authority to request in writing such additional written submissions from either Buyer or Seller as it deems appropriate, provided that a copy of any such submission will be provided to the other party at the same time as it is provided to the Unaffiliated Firm. Neither Buyer nor Seller will make (nor cause any of its Affiliates to make) any additional submission to the Unaffiliated Firm except pursuant to such a written request by the Unaffiliated Firm. Neither Buyer nor Seller will communicate (nor cause any of its Affiliates to communicate) with the Unaffiliated Firm without providing the other a reasonable opportunity to participate in such communication with the Unaffiliated Firm (other than with respect to written submissions in response to the written request of the Unaffiliated Firm). The Closing Unaffiliated Firm will have 45 days after submission of the dispute to the Unaffiliated Firm to review the documents and information provided to it pursuant to this SECTION 3.5(D). Within such 45-day period, the Unaffiliated Firm will furnish simultaneously to Buyer and Seller its written determination with respect to each of the adjustments in dispute submitted to it for resolution. The Unaffiliated Firm will resolve the differences regarding the Adjustment Balance Sheet: Sheets based solely on the information provided to the Unaffiliated Firm by Buyer and Seller pursuant to the terms of this Agreement (and not independent review). The Unaffiliated Firm's authority will be limited to resolving disputes with respect to whether an Adjustment Balance Sheet was prepared in accordance with the terms of SECTION 3.5(A) with respect to the individual items on such Adjustment Balance Sheet in dispute (it being understood that the Unaffiliated Firm will have no authority to make any adjustments to any financial statements or amounts other than such Adjustment Balance Sheet and amounts set forth therein that are in dispute except, HOWEVER, that in the event an adjustment in a disputed item affects any such amounts that are not in dispute, the Unaffiliated Firm will have authority to make adjustments to such other amounts. In resolving any disputed item, the Unaffiliated Firm may not assign a value to such item greater than the greatest value for such item asserted by either Buyer or Seller or less than the smallest value for such item asserted by either Buyer or Seller. (e) Buyer and Seller agree that each of them will, and will respectively cause their auditors to, cooperate and assist in the review by the Unaffiliated Firm in the conduct of any audits, reviews, inventories and inspections to be undertaken in connection with such review, including, but not limited to, making available books and records, documents, work papers, facilities and personnel as may be reasonably required by the Unaffiliated Firm and accessible to or within the possession or control of such party. (f) The decision of the Unaffiliated Firm will be, for all purposes, conclusive, non-appealable, final and binding upon Buyer and Seller. The fees and expenses of the Unaffiliated Firm will be borne by Buyer and Seller in the same proportion that the dollar amount of disputed items which are not resolved in favor of Buyer or Seller (as applicable) bears to the total dollar amount in dispute resolved by the Unaffiliated Firm. For illustration purposes only, (X) if the total amount of items in dispute by Buyer is $1,000,000, and Buyer is awarded $500,000 by the Unaffiliated Firm, Seller and Buyer shall bear the Unaffiliated Firm's fees and expenses equally; or (Y) if the total amount of items in dispute by Buyer is $1,000,000, and Buyer is awarded $250,000 by the Unaffiliated Firm, Buyer shall bear 75 percent and Seller shall bear 25 percent of the Unaffiliated Firm's fees and expenses. Each of Buyer and Seller will bear the fees, costs and expenses of its own accountants and all of its other expenses in connection with matters contemplated by this SECTION 3.5. (g) In the event that the sum of (i) shall exclude the book value Working Capital reflected on the Final Closing Balance Sheet plus (ii) the cash reflected on the Final Closing Balance Sheet less (iii) the aggregate amount of vacation accruals of Continuing Employees assumed by Buyer pursuant to SECTION 6.10(C) (such result, the "TOTAL CLOSING WORKING CAPITAL") exceeds the average of the net assets Working Capital reflected on the Final Comparison Balance Sheets (other such average, the "AVERAGE WORKING CAPITAL"), then Buyer shall remit to Seller the difference between the Total Closing Working Capital and the Average Working Capital; and in the event that the Total Closing Working Capital is less than going concern value or other goodwillthe Average Working Capital, then Seller shall remit to Buyer the difference between the Average Working Capital and the Total Closing Working Capital. Any payments pursuant to this SECTION 3.5(G) shall be deemed to be an adjustment to the Purchase Price. Any such payment shall be paid to the party entitled to receive same within ten business days following the final determination of the CompressAR business if Final Closing Balance Sheet and Final Comparison Balance Sheets, by wire transfer in immediately available funds to such business is transferred to Newco pursuant to Section 7.12 account as may be designated in writing by such party. Any amounts not paid within such time period shall bear interest at the rate of seven percent per annum, based on a 365-day year. (and h) The Purchase Price shall not include any amount paid by Newco therefor or accruals for any Taxes payable by the Company be adjusted under this SECTION 3.5 as a result of Seller's breach of any representation or warranty hereunder, and the indemnification provisions of ARTICLE 8 and the provisions of SECTION 10.16 shall be the exclusive remedy of Buyer with respect to any such transfer); (ii) shall provide breach by Seller. Except for Taxes as though the period commencing January 1, 1998 and ending on the Closing Date were a taxable year (excluding Taxes any claim arising from the transfer a breach of the CompressAR Net Assets a representation, warranty or covenant of Seller, Buyer shall not have any right to Newco if such assets are transferred seek or obtain indemnification pursuant to Section 7.12); (iii) shall not reflect ARTICLE 8 hereof for any effect of the exercise of any Options after the Balance Sheet Date or the execution of any Option Cancellation Agreements and (iv) shall reflect as a liability the full amount of any Excess Transactional Expenses (except Excess Transactional Expenses, if any, that were subtracted from the amounts paid under the promissory notes referred to disputed item in Section 2.3) but shall not include any other Transactional Expenses. Without limiting the requirement that all liabilities be reflected on the Closing an Adjustment Balance Sheet, the parties agree that in preparing the Final Closing Balance Sheet, Company Debt shall be classified as current Sheet or long-term without regard to the existence of any default thereunder; provided, however, that all amounts paid at Closing to satisfy in full the Company Debt (other than principal classified as long-term) shall be classified as a current liabilityFinal Comparison Balance Sheets.

Closing Balance Sheet Adjustment. (a) Within sixty (60) days after 1.10.1. Following the Closing Date, Purchaser shall cause to be prepared in consultation with Lightbridge and the Shareholder Representative and shall deliver to the Shareholder Representative Surviving Corporation will prepare a balance sheet of the Company Coral as of immediately prior to the close time of business on the Closing Date, which balance sheet shall reflect, among other things, total current assets, total current liabilities and total shareholders' equity (the "Preliminary Closing Balance Sheet"). The Preliminary Closing Balance Sheet shall will be prepared in accordance with GAAP generally accepted accounting principles applied in on a manner basis, and using policies methodologies, consistent with those utilized in preparing the Financial Statements (so long as such policies are consistent with GAAPdefined in Section 2.6). The , except that the Preliminary Closing Balance Sheet: Sheet may omit footnotes and related disclosures normally contained in audited balance sheets prepared in accordance with generally accepted accounting principles. Lightbridge will then cause Deloitte & Xxxxxx XXX, Xxxxxxxxxxx'x independent accountants (i) shall exclude "Lightbridge's Accountants"), to audit the book value of the net assets (other than going concern value or other goodwill) of the CompressAR business if such business is transferred to Newco pursuant to Section 7.12 (and shall not include any amount paid by Newco therefor or accruals for any Taxes payable by the Company as a result of such transfer); (ii) shall provide for Taxes as though the period commencing January 1, 1998 and ending on the Preliminary Closing Date were a taxable year (excluding Taxes arising from the transfer of the CompressAR Net Assets to Newco if such assets are transferred pursuant to Section 7.12); (iii) shall not reflect any effect of the exercise of any Options after the Balance Sheet Date or and to issue their report thereon, and Lightbridge will reflect in the execution of any Option Cancellation Agreements and (iv) shall reflect as a liability the full amount of any Excess Transactional Expenses (except Excess Transactional ExpensesPreliminary Closing Balance Sheet such adjustments, if any, that were subtracted from as are proposed by Lightbridge's Accountants based upon their audit. 1.10.2. On or before the amounts paid under forty-fifth day following the promissory notes referred Closing Date, Lightbridge will deliver to in Section 2.3) but shall not include any other Transactional Expenses. Without limiting the requirement that all liabilities be reflected on Holders' Agent the Preliminary Closing Balance Sheet, the parties agree that in preparing audit report of Lightbridge's Accountants with respect thereto, and a statement of the Preliminary Adjustment Amount. The Preliminary Adjustment Amount shall be the difference between negative $1,245,500 and the working capital (total current assets less total current liabilities) of Coral as reflected on the Preliminary Closing Balance Sheet, Company Debt shall be classified as current or long-term without regard to the existence of any default thereunder; provided, however, that all amounts paid at the Preliminary Adjustment Amount shall not reflect any reductions in the working capital of Coral attributable to any of the items listed in Section 1.10 of the Schedule. 1.10.3. Within fifteen days after his receipt of the Preliminary Closing Balance Sheet and statement of the Preliminary Adjustment Amount, the Holders' Agent shall notify Lightbridge whether he accepts or disputes the Preliminary Adjustment Amount. If the Holders' Agent accepts the Preliminary Closing Balance Sheet and the Preliminary Adjustment Amount, or fails to satisfy in full notify Lightbridge of any dispute with respect thereto within said fifteen- day period, the Company Debt (other than principal classified as long-term) Preliminary Closing Balance Sheet shall be classified deemed to be the "Final Closing Balance Sheet" and the Preliminary Adjustment Amount shall be deemed to be final, conclusive and binding upon the parties (the "Final Adjustment Amount"). During such fifteen-day period and until the determination of the Final Adjustment Amount, the Holders' Agent will be provided with access to such financial books and records of Coral as he may reasonably request in order to confirm the accuracy of the Preliminary Closing Balance Sheet. If the Holders' Agent disputes the accuracy of the Preliminary Closing Balance Sheet or the Preliminary Adjustment Amount, he shall in such notice set forth in reasonable detail those items that he believes are not fairly presented in conformity with Section 1.10.1 above and the reasons for his opinion. The parties shall then meet and in good faith use their best efforts to try to resolve their disagreements over the disputed items. If the parties resolve their disagreements over the disputed items in accordance with the foregoing procedure, the Preliminary Closing Balance Sheet and the Preliminary Adjustment Amount, with those modifications to which the parties shall have agreed, shall be deemed to be the Final Closing Balance Sheet and the Final Adjustment Amount. If the parties have not resolved their disagreements over the disputed items on the Preliminary Closing Balance Sheet or the Preliminary Adjustment Amount within fifteen days after the notice of dispute from the Holders' Agent, the parties shall forthwith jointly request an independent, national accounting firm mutually agreed upon by Lightbridge's Accountants and the Holders' Agent (the "Accounting Arbitrator") to make a current liabilitybinding determination of those disputed items in accordance with this Agreement. The Accounting Arbitrator will have no more than forty-five days from the date of referral and no more than thirty days from the final submission of information or testimony by the parties to render its decision with respect to the disputed items concerning the Preliminary Closing Balance Sheet and the Preliminary Adjustment Amount, which decision shall be final and binding upon the parties and enforceable as an arbitration award pursuant to the Massachusetts Uniform Arbitration Act for Commercial Disputes, Mass. Gen. Xxxx Xxx. ch. 251 or the Federal Arbitration Act, 9 U.S.C. (S)(S)1 et seq. The Preliminary Closing Balance Sheet and the Preliminary Adjustment Amount, with those adjustments determined by the Accounting Arbitrator to be necessary, shall be deemed to be the Final Closing Balance Sheet and the Final Adjustment Amount. The fees and expenses of the Accounting Arbitrator engaged pursuant to this Section shall be borne equally by the Stockholders and by Lightbridge (with the portion attributable to the Stockholders being treated as an additional Offset Expense, further decreasing the Aggregate Share Number pursuant to Section 1.4.4).

Closing Balance Sheet Adjustment. (a) Within sixty (60) Promptly after the Closing but in any event within 90 days after the Closing DateClosing, Purchaser shall cause to be prepared in consultation with the Shareholder Representative and shall Buyer will deliver to the Shareholder Sellers’ Representative a an internally prepared balance sheet of the Company as of the close Closing Date (the “Closing Balance Sheet”) and a calculation of business the Closing Cash Amount, Closing Indebtedness Amount, Net Working Capital Adjustment Amount and the amount of Seller Transaction Expenses, each as of 12:01 a.m. on the Closing Date, which balance sheet shall reflect, among other things, total current assets, total current liabilities and total shareholders' equity Date ("such calculations together with the Closing Balance Sheet", the “Preliminary Statement”). The Closing Balance Sheet and calculations of Closing Cash Amount, Closing Indebtedness Amount, Net Working Capital Adjustment Amount and the amount of Seller Transaction Expenses shall be prepared on the same bases as the Closing Statement. After delivery of the Preliminary Statement by Buyer, Sellers’ Representative and an accounting firm of its choosing will be afforded all access to the books, records and work papers related to the preparation of the Preliminary Statement. The Sellers’ Representative will have the right to object to the Preliminary Statement. If the Sellers’ Representative has any objections to the Preliminary Statement, the Sellers’ Representative will deliver to the Buyer a written statement setting forth in reasonable detail the objections (an “Objections Statement”) within 15 days after delivery of the Preliminary Statement. (b) If an Objections Statement is delivered in accordance with GAAP applied Section 1.4(a), the Sellers’ Representative and the Buyer will negotiate in good faith to resolve any such objections, but if they do not reach a manner final resolution within 20 days after the delivery of the Objections Statement, the Sellers’ Representative and using policies consistent with those utilized the Buyer will submit such dispute to a McGladrey LLP, or, of McGladrey LLP is not, at such time, independent of the Buyer and its Affiliates and each Seller, a mutually acceptable nationally recognized independent public accounting firm agreed upon by the Sellers’ Representative and the Buyer in preparing writing (the Financial Statements (so long as such policies are consistent with GAAP“Dispute Resolution Auditor”). The Sellers’ Representative and the Buyer will instruct the Dispute Resolution Auditor to resolve the dispute as soon as practicable and use their commercially reasonable efforts to cause the Dispute Resolution Auditor to resolve the dispute in any event within 30 days of the engagement of the Dispute Resolution Auditor. In resolving the dispute, the Dispute Resolution Auditor will consider only those items and those amounts that are identified in the Objections Statement as being items that the Sellers’ Representative and the Buyer have been unable to resolve. Any communications with the Dispute Resolution Auditor must be written and delivered to each party to the dispute. The resolution of the dispute by the Dispute Resolution Auditor will be final, binding and non-appealable by the Parties, and judgment may be entered upon the determination of the Dispute Resolution Auditor in any court having jurisdiction over the party against which such determination is to be enforced. The fees, costs and expenses of the Dispute Resolution Auditor shall be borne equally by the Buyer and Sellers, unless the Dispute Resolution Auditor determines otherwise on the basis that any party has acted unreasonably. (c) Promptly and in any event no later than the fifth business day following the final determination of the Closing Balance Sheet: Cash Amount, the Closing Indebtedness Amount, the Net Working Capital Adjustment Amount and the amount of Seller Transaction Expenses, in accordance with this Section 1.4: (i) If the Cash Purchase Price, as finally determined pursuant to this Section 1.4, exceeds the Estimated Cash Purchase Price, then the Buyer will pay such shortfall to the Sellers’ Representative by wire transfer of immediately available funds to an account designated by the Sellers’ Representative in writing. The Sellers’ Representative shall exclude disburse such amount to each Seller in accordance with the book value percentages set forth on Exhibit A hereto and pursuant to the instructions of the net assets (other than going concern value or other goodwill) of the CompressAR business if such business is transferred to Newco pursuant to Section 7.12 (and shall not include any amount paid by Newco therefor or accruals for any Taxes payable by the Company as a result of such transfer)Sellers; and (ii) If the Cash Purchase Price, as finally determined pursuant to this Section 1.4, is less than the Estimated Cash Purchase Price (the difference between the Estimated Cash Purchase Price and the Cash Purchase Price being the “Overage Amount”) by an amount less than or equal to $200,000, then the Overage Amount shall provide for Taxes as though be paid to the period commencing January 1, 1998 and ending on Buyer by the Closing Date were a taxable year (excluding Taxes arising Escrow Agent from the transfer Escrow Amount pursuant to the terms of the CompressAR Net Assets Escrow Agreement to Newco if such assets are transferred the account designated by the Buyer in writing. In the event that the Overage Amount exceeds $200,000, then (a) $200,000 shall be paid to the Buyer by the Escrow Agent from the Escrow Amount pursuant to Section 7.12); (iii) shall not reflect any effect the terms of the exercise of any Options after Escrow Agreement to the Balance Sheet Date or account designated by the execution of any Option Cancellation Agreements Buyer in writing; and (ivb) the portion of the Overage Amount that is greater than $200,000 shall reflect as a liability be paid by the full amount of any Excess Transactional Expenses (except Excess Transactional ExpensesSellers to the Buyer. If the Sellers shall fail to pay such amounts to the Buyer, if any, that were subtracted from the amounts paid under the promissory notes referred then in addition to in Section 2.3) but shall not include any other Transactional Expenses. Without limiting the requirement that all liabilities be reflected on the Closing Balance Sheetremedies available to it, the parties agree that in preparing Buyer shall have the Closing Balance Sheet, Company Debt shall be classified as current or long-term without regard right to offset such amounts against the existence of any default thereunder; provided, however, that all amounts paid at Closing to satisfy in full the Company Debt (other than principal classified as long-term) shall be classified as a current liabilityEarn Out.

Closing Balance Sheet Adjustment. (a) Within sixty (60) days after the Closing Date, Purchaser shall cause to be prepared in consultation with the Shareholder Representative and shall deliver to the Shareholder Representative a balance sheet of the Company as of the close of business on the Closing Date, which balance sheet shall reflect, among other things, total current assets, total current liabilities and total shareholders' equity ("Closing Balance Sheet"). The Closing Balance Sheet shall be subject to adjustment after the First Tranche Closing as specified in this Section 8.1: (a) Unaudited Closing Balance Sheet. (i) As promptly as practicable, but in any event within 45 days, following the First Tranche Closing Date, Seller shall deliver to Buyers a consolidated income statement, consolidated statement of cash flow and consolidated balance sheet (the "Closing Balance Sheet") of the Elevator Business which are unaudited and prepared in accordance with the following (the "Balance Sheet Preparation Method"): the Closing Balance Sheet shall be prepared as of immediately prior to the First Tranche Closing, dated as of the First Tranche Closing Date and prepared in accordance with U.S. GAAP applied in on a manner and using policies basis consistent with those utilized in preparing Seller's past practices and with the Financial Statements (so long as such policies are consistent preparation of the Elevator Balance Sheet with GAAP). The Closing Balance Sheet: the sole exceptions that (i) "Stockholders equity" on the Closing Balance Sheet shall exclude be adjusted to equal $225,971,000, and (ii) the book value line item "Due to (from) Dover Corporation" on the Closing Balance Sheet (the "Due to (from) Amount") shall be adjusted by netting and applying thereto any income tax or deferred tax asset and liability accounts; and the Due to (from) Amount shall contain all of the net assets (other than going concern value or other goodwill) of and liabilities between the CompressAR business if such business is transferred to Newco pursuant to Section 7.12 (Elevator Business and shall not include any amount paid by Newco therefor or accruals Seller and Seller's affiliates except for any Taxes payable by the Company as a result of such transfer); those which arose from normal operating activity. (ii) At the time the unaudited Closing Balance Sheet is delivered to Buyers, a cash payment adjustment shall provide be made as follows: (A) If the Due to (from) Amount on the unaudited Closing Balance Sheet shows an amount which is due from Seller, then Seller shall pay such amount to the Elevator Business, by wire transfer of immediately available funds to account(s) designated by Buyers, together with interest thereon at LIBOR for Taxes as though the period commencing January 1from the First Tranche Closing Date to, 1998 and ending but not including, the day such payment is made. (B) If the Due to (from) Amount on the unaudited Closing Balance Sheet shows an amount which is due to Seller, then Buyers shall cause the Elevator Business to pay such amount to Seller, by wire transfer of immediately available funds to an account designated by Seller, together with interest thereon at LIBOR for the period from the First Tranche Closing Date were a taxable year (excluding Taxes arising from the transfer of the CompressAR Net Assets to Newco if such assets are transferred pursuant to Section 7.12); (iii) shall to, but not reflect any effect of the exercise of any Options after the Balance Sheet Date or the execution of any Option Cancellation Agreements and (iv) shall reflect as a liability the full amount of any Excess Transactional Expenses (except Excess Transactional Expenses, if any, that were subtracted from the amounts paid under the promissory notes referred to in Section 2.3) but shall not include any other Transactional Expenses. Without limiting the requirement that all liabilities be reflected on the Closing Balance Sheetincluding, the parties agree that in preparing the Closing Balance Sheet, Company Debt shall be classified as current or long-term without regard to the existence of any default thereunder; provided, however, that all amounts paid at Closing to satisfy in full the Company Debt (other than principal classified as long-term) shall be classified as a current liabilityday such payment is made.