Common use of Estimated Purchase Price Adjustment Clause in Contracts

Estimated Purchase Price Adjustment. (a) Not fewer than three Business Days prior to the Closing Date, Seller shall deliver, or cause to be delivered, to Purchaser (1) the Estimated Closing Balance Sheet, which shall be prepared in accordance with the Bank Accounting Principles and shall reflect the adjustments provided for in Exhibit 1, and shall set forth in reasonable detail the calculation of the Estimated Closing Tangible NAV and the Estimated Purchase Price, and (2) a certificate of Seller certifying that the Estimated Closing Balance Sheet has been prepared in accordance with this Agreement. (b) As soon as practicable, but in no event more than 60 days following the Closing Date, Purchaser shall prepare, or cause to be prepared, and deliver, or cause to be delivered to Seller, (1) the Closing Balance Sheet, which shall be prepared in the same manner as the Reference Balance Sheet in accordance with the Bank Accounting Principles and with the adjustments provided for in Exhibit 1), and which shall set forth in reasonable detail the calculation of the Closing Tangible NAV, and (2) a certificate of Purchaser certifying that the Closing Balance Sheet has been prepared in accordance with this Agreement. (c) Seller shall, within 45 days after the delivery by Purchaser to Seller of the Closing Balance Sheet, complete its review of the Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties on the 45th day following delivery thereof, unless Seller determines that the Closing Balance Sheet has not been prepared on the basis set forth in this Agreement, that as a result the Closing Tangible NAV is in error by an amount greater than $50,000, and gives written notice of its disagreement with the Closing Balance Sheet (the “Seller’s Objection”) to Purchaser prior to such date. The Seller’s Objection shall (1) specify in reasonable detail the nature of each disagreement so asserted, (2) only include disagreements based on the Closing Tangible NAV set forth in the Closing Balance Sheet not being calculated, or the Closing Balance Sheet not being prepared, in each case in accordance with this Agreement, and (3) specify what Seller reasonably believes is the correct Closing Tangible NAV based on the disagreements set forth in such Seller’s Objection. If Seller delivers a Seller’s Objection, then the Closing Balance Sheet and the Closing Tangible NAV (as revised or adjusted in accordance with this sentence) shall become final and binding upon Purchaser and Seller on the earlier of (A) the date Purchaser and Seller resolve in writing any differences they have with respect to the matters specified in the Seller’s Objection and (B) the date any disputed matters are finally resolved in writing in accordance with the procedures specified in this Agreement. During the 30-day period following the delivery of the Seller’s Objection, Purchaser and Seller shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Seller’s Objection. Purchaser and its accountants shall, and shall cause the Bank or its successor to, and Seller and its accountants shall, promptly provide the other party and its accountants and representatives full access to all personnel, books and records, data and financial statements and any other information, including work papers of its accountants, reasonably requested by the other party to the extent necessary for such party to review the Closing Balance Sheet or to prepare Seller’s Objection (in the case of Seller) or to review the Seller’s Objection (in the case of Purchaser); provided that such party and its accountants and representatives have executed all release letters reasonably requested by the other party’s accountants in connection therewith. (d) If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the Closing Balance Sheet and Closing Tangible NAV within the 30-day period after delivery of the Seller’s Objection, they shall refer their remaining differences to an internationally recognized firm of independent certified U.S. public accountants as to which Seller and Purchaser mutually agree (the “CPA Firm”), who shall, limiting their review to matters properly included in the Seller’s Objection and acting as experts and not as arbitrators, determine, on the basis of the standard set forth in Section 2.03(b) hereof, the Closing Balance Sheet and Closing Tangible NAV. The parties shall instruct the CPA Firm to deliver the Closing Balance Sheet to Purchaser and Seller no later than 20 Business Days after the remaining differences underlying Seller’s Objection are referred to the CPA Firm. In making such determination regarding the applicable dispute, the CPA Firm shall select, with respect to each item in dispute, an amount between or equal to Purchaser’s position set forth in the Closing Balance Sheet and Seller’s position as set forth in the Seller’s Objection. The CPA Firm’s determination shall include a certification that it determined the Closing Balance Sheet in accordance with this Section 2.03(d) and shall be conclusive and binding upon Purchaser and Seller, absent clear and manifest error and subject to the following sentence. The fees and disbursements of the CPA Firm shall be paid by Purchaser or Seller in proportion to those matters submitted to the CPA Firm that are resolved against that party, as such fees and disbursements are allocated by the CPA Firm in accordance with this Section 2.03 at the time of the CPA Firm’s determination. The fees and expenses of Seller’s accountants and representatives, incurred in connection with their review of the Closing Balance Sheet and, if applicable, the Seller’s Objection shall be borne by Seller, and the fees and expenses of Purchaser’s accountants and representatives, incurred in connection with their review of the Closing Balance Sheet and, if applicable, the Seller’s Objection shall be borne by Purchaser. Purchaser and its accountants and Seller and its accountants shall (and Purchaser shall cause the Bank or its successor to) make available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective accountants) relating to the Estimated Closing Balance Sheet, Seller’s Objection and the Closing Balance Sheet and all other items reasonably requested by the CPA Firm. For the purpose of the final determination of the Closing Balance Sheet, no change shall be made with respect to the accounting records of the Bank on which the Estimated Closing Balance Sheet or Closing Balance Sheet is to be based that would prevent, obstruct or otherwise affect the procedures set forth in this Section 2.03. (e) If the Closing Tangible NAV exceeds the Estimated Closing Tangible NAV, Purchaser shall make an adjustment payment to Seller in an amount equal to such excess. If the Closing Tangible NAV is less than the Estimated Closing Tangible NAV, Seller shall make an adjustment payment to Purchaser in an amount equal to such difference. Any payment pursuant to this Section 2.03(e) shall be made together with interest on the amount of such payment at the Applicable Rate calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Closing Date until, but not including, the date of payment. Within five days following determination of the Closing Tangible NAV, any payment payable pursuant to this Section 2.03(e) shall be paid by wire transfer of immediately available funds to a bank account or accounts designated by Purchaser or Seller, as the case may be, at least two Business Days prior to the expiration of such five day period. Any payment made pursuant to this Section 2.03 shall be treated for all tax purposes as adjustments to the Purchase Price.

Estimated Purchase Price Adjustment. No more than five (a) Not fewer than three 5), but at least two (2), Business Days prior to the Closing Date, Seller shall deliver, or cause to be delivered, deliver to Purchaser an unaudited statement (1the “Seller Estimated Adjustment Statement”) setting forth (i) Seller’s good faith estimate of the amount of all Indebtedness of the Company that will be outstanding as of the Closing Date (the “Estimated Closing Balance SheetIndebtedness”), (ii) Seller’ good faith estimate of the amount of all Transaction Expenses that will be unpaid and outstanding as of the Closing Date (the “Estimated Transaction Expenses”), (iii) Seller’s good faith estimate of the amount of all Cash On Hand as of the Closing Date (the “Estimated Closing Cash”), (iv) Seller’s good faith estimate of the Net Working Capital as of 11:59 p.m., Eastern time, on the Business Day immediately prior to the Closing Date (the “Estimated Closing Net Working Capital”) and (v) based on such estimates, a calculation of the Cash Amount; provided, however that in the event the Cash Amount is reduced to less than zero dollars, the amount by which the Cash Amount is less than zero dollars shall reduce the principal amount under the Seller Note. The Seller Estimated Adjustment Statement shall be prepared in accordance a format consistent with the Bank Accounting Principles example included under the heading “Seller Estimated Adjustment Statement” set forth on Exhibit B attached hereto. Seller shall consult in good faith with Purchaser and shall reflect its Representatives regarding the adjustments provided for in Exhibit 1preparation of the Seller Estimated Adjustment Statement prior to and after the issuance thereof, and shall set forth in accept Purchaser’s reasonable detail comments to the calculation of Seller Estimated Adjustment Statement. At the Closing, Purchaser shall pay the Estimated Closing Tangible NAV Indebtedness and the Estimated Purchase Price, and (2) a certificate of Seller certifying that the Estimated Closing Balance Sheet has been prepared in accordance with this Agreement. (b) As soon as practicable, but in no event more than 60 days following the Closing Date, Purchaser shall prepare, or cause to be prepared, and deliver, or cause to be delivered to Seller, (1) the Closing Balance Sheet, which shall be prepared in the same manner as the Reference Balance Sheet Transaction Expenses in accordance with the Bank Accounting Principles and with the adjustments provided for in Exhibit 1), and which shall set forth in reasonable detail the calculation Flow of the Closing Tangible NAV, and (2) a certificate of Purchaser certifying that the Closing Balance Sheet has been prepared in accordance with this AgreementFunds Memorandum. (c) Seller shall, within 45 days after the delivery by Purchaser to Seller of the Closing Balance Sheet, complete its review of the Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties on the 45th day following delivery thereof, unless Seller determines that the Closing Balance Sheet has not been prepared on the basis set forth in this Agreement, that as a result the Closing Tangible NAV is in error by an amount greater than $50,000, and gives written notice of its disagreement with the Closing Balance Sheet (the “Seller’s Objection”) to Purchaser prior to such date. The Seller’s Objection shall (1) specify in reasonable detail the nature of each disagreement so asserted, (2) only include disagreements based on the Closing Tangible NAV set forth in the Closing Balance Sheet not being calculated, or the Closing Balance Sheet not being prepared, in each case in accordance with this Agreement, and (3) specify what Seller reasonably believes is the correct Closing Tangible NAV based on the disagreements set forth in such Seller’s Objection. If Seller delivers a Seller’s Objection, then the Closing Balance Sheet and the Closing Tangible NAV (as revised or adjusted in accordance with this sentence) shall become final and binding upon Purchaser and Seller on the earlier of (A) the date Purchaser and Seller resolve in writing any differences they have with respect to the matters specified in the Seller’s Objection and (B) the date any disputed matters are finally resolved in writing in accordance with the procedures specified in this Agreement. During the 30-day period following the delivery of the Seller’s Objection, Purchaser and Seller shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Seller’s Objection. Purchaser and its accountants shall, and shall cause the Bank or its successor to, and Seller and its accountants shall, promptly provide the other party and its accountants and representatives full access to all personnel, books and records, data and financial statements and any other information, including work papers of its accountants, reasonably requested by the other party to the extent necessary for such party to review the Closing Balance Sheet or to prepare Seller’s Objection (in the case of Seller) or to review the Seller’s Objection (in the case of Purchaser); provided that such party and its accountants and representatives have executed all release letters reasonably requested by the other party’s accountants in connection therewith. (d) If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the Closing Balance Sheet and Closing Tangible NAV within the 30-day period after delivery of the Seller’s Objection, they shall refer their remaining differences to an internationally recognized firm of independent certified U.S. public accountants as to which Seller and Purchaser mutually agree (the “CPA Firm”), who shall, limiting their review to matters properly included in the Seller’s Objection and acting as experts and not as arbitrators, determine, on the basis of the standard set forth in Section 2.03(b) hereof, the Closing Balance Sheet and Closing Tangible NAV. The parties shall instruct the CPA Firm to deliver the Closing Balance Sheet to Purchaser and Seller no later than 20 Business Days after the remaining differences underlying Seller’s Objection are referred to the CPA Firm. In making such determination regarding the applicable dispute, the CPA Firm shall select, with respect to each item in dispute, an amount between or equal to Purchaser’s position set forth in the Closing Balance Sheet and Seller’s position as set forth in the Seller’s Objection. The CPA Firm’s determination shall include a certification that it determined the Closing Balance Sheet in accordance with this Section 2.03(d) and shall be conclusive and binding upon Purchaser and Seller, absent clear and manifest error and subject to the following sentence. The fees and disbursements of the CPA Firm shall be paid by Purchaser or Seller in proportion to those matters submitted to the CPA Firm that are resolved against that party, as such fees and disbursements are allocated by the CPA Firm in accordance with this Section 2.03 at the time of the CPA Firm’s determination. The fees and expenses of Seller’s accountants and representatives, incurred in connection with their review of the Closing Balance Sheet and, if applicable, the Seller’s Objection shall be borne by Seller, and the fees and expenses of Purchaser’s accountants and representatives, incurred in connection with their review of the Closing Balance Sheet and, if applicable, the Seller’s Objection shall be borne by Purchaser. Purchaser and its accountants and Seller and its accountants shall (and Purchaser shall cause the Bank or its successor to) make available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective accountants) relating to the Estimated Closing Balance Sheet, Seller’s Objection and the Closing Balance Sheet and all other items reasonably requested by the CPA Firm. For the purpose of the final determination of the Closing Balance Sheet, no change shall be made with respect to the accounting records of the Bank on which the Estimated Closing Balance Sheet or Closing Balance Sheet is to be based that would prevent, obstruct or otherwise affect the procedures set forth in this Section 2.03. (e) If the Closing Tangible NAV exceeds the Estimated Closing Tangible NAV, Purchaser shall make an adjustment payment to Seller in an amount equal to such excess. If the Closing Tangible NAV is less than the Estimated Closing Tangible NAV, Seller shall make an adjustment payment to Purchaser in an amount equal to such difference. Any payment pursuant to this Section 2.03(e) shall be made together with interest on the amount of such payment at the Applicable Rate calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Closing Date until, but not including, the date of payment. Within five days following determination of the Closing Tangible NAV, any payment payable pursuant to this Section 2.03(e) shall be paid by wire transfer of immediately available funds to a bank account or accounts designated by Purchaser or Seller, as the case may be, at least two Business Days prior to the expiration of such five day period. Any payment made pursuant to this Section 2.03 shall be treated for all tax purposes as adjustments to the Purchase Price.

Estimated Purchase Price Adjustment. At least five (a5) Not fewer than three Business Days prior to the Closing DateClosing, Seller the Company shall deliver, or cause deliver to be delivered, to Purchaser the Buyer (i) a written statement (the “Estimated Adjustment Statement”) setting forth (A) the Company’s good faith estimate of the (1) the Estimated Closing Balance Sheet, which shall be prepared in accordance with the Bank Accounting Principles and shall reflect the adjustments provided for in Exhibit 1, and shall set forth in reasonable detail the calculation of the Estimated Closing Tangible NAV and the Estimated Purchase Price, and (2) a certificate of Seller certifying that the Estimated Closing Balance Sheet has been prepared in accordance with this Agreement. (b) As soon as practicable, but in no event more than 60 days following the Closing Date, Purchaser shall prepare, or cause to be prepared, and deliver, or cause to be delivered to Seller, (1) the Closing Balance Sheet, which shall be prepared in the same manner as the Reference Balance Sheet in accordance with the Bank Accounting Principles and with the adjustments provided for in Exhibit 1), and which shall set forth in reasonable detail the calculation of the Closing Tangible NAV, and (2) a certificate of Purchaser certifying that the Closing Balance Sheet has been prepared in accordance with this Agreement. (c) Seller shall, within 45 days after the delivery by Purchaser to Seller of the Closing Balance Sheet, complete its review of the Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties on the 45th day following delivery thereof, unless Seller determines that the Closing Balance Sheet has not been prepared on the basis set forth in this Agreement, that as a result the Closing Tangible NAV is in error by an amount greater than $50,000, and gives written notice of its disagreement with the Closing Balance Sheet Cash (the “Seller’s ObjectionEstimated Closing Cash”) to Purchaser prior to such date. The Seller’s Objection shall (1) specify in reasonable detail the nature of each disagreement so asserted), (2) only include disagreements based on Closing Indebtedness (the “Estimated Closing Tangible NAV set forth in Indebtedness”), (3) Company Transaction Expenses (the Closing Balance Sheet not being calculated, or the Closing Balance Sheet not being prepared, in each case in accordance with this Agreement“Estimated Company Transaction Expenses”), and (34) specify what Seller reasonably believes is amount of Closing Net Working Capital, including each component thereof (such amount, the correct Closing Tangible NAV based on “Estimated Net Working Capital”), and (B) the disagreements set aggregate exercise price or measurement price of all Company Equity Awards outstanding as of immediately prior to the Effective Time (the “Estimated Exercise Price”) and (ii) a written statement (the “Estimated Venezuela Escrow Statement”) setting forth in such Sellerthe Company’s Objection. If Seller delivers a Seller’s Objection, then the Closing Balance Sheet and the Closing Tangible NAV (as revised or adjusted in accordance with this sentence) shall become final and binding upon Purchaser and Seller on the earlier good faith estimate of (A) the date Purchaser and Seller resolve in writing any differences they have with respect to Closing Venezuela Receivables (the matters specified in the Seller’s Objection and “Estimated Venezuela Receivables”), (B) the date Closing Venezuela Inventory (the “Estimated Venezuela Inventory”) and (C) any disputed matters are finally resolved Sequestered Collections and Sequestered Inventory Collections in writing existence or expected to be in existence as of the Closing Date; in the case of each of (i) and (ii), along with reasonable supporting detail to evidence the Company’s calculations, explanations and assumptions for the calculations of such amounts. The “Estimated Purchase Price Adjustment” shall be equal to (v) the Estimated Net Working Capital, minus (w) the Working Capital Target, plus (x) the Estimated Closing Cash, minus (y) the Estimated Closing Indebtedness, minus (z) the Estimated Company Transaction Expenses. The Company shall consider in good faith any reasonable comments to the Estimated Adjustment Statement and the Estimated Venezuela Escrow Statement provided by the Buyer. For the avoidance of doubt, the Estimated Purchase Price Adjustment may be a positive or negative number and the Closing Venezuela Receivables and the Closing Venezuela Inventory shall be included in the calculation of Closing Net Working Capital in accordance with the procedures specified in this AgreementAccounting Methodologies. During the 30-day period following the delivery of the Seller’s Objection, Purchaser From and Seller shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Seller’s Objection. Purchaser and its accountants shall, and shall cause the Bank or its successor to, and Seller and its accountants shall, promptly provide the other party and its accountants and representatives full access to all personnel, books and records, data and financial statements and any other information, including work papers of its accountants, reasonably requested by the other party to the extent necessary for such party to review the Closing Balance Sheet or to prepare Seller’s Objection (in the case of Seller) or to review the Seller’s Objection (in the case of Purchaser); provided that such party and its accountants and representatives have executed all release letters reasonably requested by the other party’s accountants in connection therewith. (d) If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the Closing Balance Sheet and Closing Tangible NAV within the 30-day period after delivery of the Seller’s Objection, they shall refer their remaining differences to an internationally recognized firm of independent certified U.S. public accountants as to which Seller and Purchaser mutually agree (the “CPA Firm”), who shall, limiting their review to matters properly included in the Seller’s Objection and acting as experts and not as arbitrators, determine12:01 A.M. Eastern time, on the basis Closing Date through the Effective Time, the Company and its Subsidiaries shall not conduct any operations outside of the standard ordinary course of business except as required to comply with Law or permitted under this Agreement and shall not (A) pay or otherwise remit or distribute any cash to any Person (other than (i) payroll payments made in the ordinary course of business consistent with past practices, (ii) payments or distributions to other wholly-owned Subsidiaries of the Company, or (iii) subject to Section 7.3, payments to unaffiliated third-party trade creditors in the ordinary course of business in respect of liabilities included in Estimated Net Working Capital), (B) incur any Indebtedness, or (C) take any other actions that affects the purchase price adjustment provisions contained in this Section 2.6. For the purposes of this Agreement, each of the Estimated Adjustment Statement, the Estimated Venezuela Escrow Statement, the Preliminary Purchase Price Adjustment Statement, any Venezuela Certification, any Objection Statement, any Venezuela Objection Statement, the Final Adjustment Statement and the Final Venezuela Escrow Statement and, in each case, the calculations set forth in Section 2.03(b) hereof, the Closing Balance Sheet and Closing Tangible NAV. The parties therein shall instruct the CPA Firm to deliver the Closing Balance Sheet to Purchaser and Seller no later than 20 Business Days after the remaining differences underlying Seller’s Objection are referred to the CPA Firm. In making such determination regarding the applicable dispute, the CPA Firm shall select, with respect to each item in dispute, an amount between or equal to Purchaser’s position set forth in the Closing Balance Sheet and Seller’s position as set forth in the Seller’s Objection. The CPA Firm’s determination shall include a certification that it determined the Closing Balance Sheet be computed in accordance with this Section 2.03(d) and shall be conclusive and binding upon Purchaser and Seller, absent clear and manifest error and subject to the following sentence. The fees and disbursements of the CPA Firm shall be paid by Purchaser or Seller in proportion to those matters submitted to the CPA Firm that are resolved against that party, as such fees and disbursements are allocated by the CPA Firm in accordance with this Section 2.03 at the time of the CPA Firm’s determination. The fees and expenses of Seller’s accountants and representatives, incurred in connection with their review of the Closing Balance Sheet and, if applicable, the Seller’s Objection shall be borne by Seller, and the fees and expenses of Purchaser’s accountants and representatives, incurred in connection with their review of the Closing Balance Sheet and, if applicable, the Seller’s Objection shall be borne by Purchaser. Purchaser and its accountants and Seller and its accountants shall (and Purchaser shall cause the Bank or its successor to) make available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective accountants) relating to the Estimated Closing Balance Sheet, Seller’s Objection and the Closing Balance Sheet and all other items reasonably requested by the CPA Firm. For the purpose of the final determination of the Closing Balance Sheet, no change shall be made with respect to the accounting records of the Bank on which the Estimated Closing Balance Sheet or Closing Balance Sheet is to be based that would prevent, obstruct or otherwise affect the procedures set forth in this Section 2.03Accounting Methodologies. (e) If the Closing Tangible NAV exceeds the Estimated Closing Tangible NAV, Purchaser shall make an adjustment payment to Seller in an amount equal to such excess. If the Closing Tangible NAV is less than the Estimated Closing Tangible NAV, Seller shall make an adjustment payment to Purchaser in an amount equal to such difference. Any payment pursuant to this Section 2.03(e) shall be made together with interest on the amount of such payment at the Applicable Rate calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Closing Date until, but not including, the date of payment. Within five days following determination of the Closing Tangible NAV, any payment payable pursuant to this Section 2.03(e) shall be paid by wire transfer of immediately available funds to a bank account or accounts designated by Purchaser or Seller, as the case may be, at least two Business Days prior to the expiration of such five day period. Any payment made pursuant to this Section 2.03 shall be treated for all tax purposes as adjustments to the Purchase Price.

Estimated Purchase Price Adjustment. (a) Not fewer later than three Business Days two business days prior to the scheduled Closing Date, Seller the Buyer and the Stockholders' Representative shall deliver, or cause jointly estimate the Purchase Price Adjustment (the "Estimated Purchase Price Adjustment"). The Estimated Purchase Price Adjustment shall be deducted from the cash payment and deliveries of Purchase Shares and Purchase Warrants otherwise required to be deliveredmade by Buyer pursuant to Section 1.2(a) hereof, to Purchaser (1) the Estimated Closing Balance Sheet, which and shall be prepared made pro rata among the Purchase Price consideration and Stockholders in accordance with the Bank Accounting Principles and shall reflect the adjustments provided for in Exhibit 1, and shall methodology set forth in reasonable detail the calculation of the Estimated Closing Tangible NAV and the Estimated Purchase Price, and (2on Schedule 1.3(a) a certificate of Seller certifying that the Estimated Closing Balance Sheet has been prepared in accordance with this Agreementhereto. (b) As soon as practicable, but in no event more than 60 days following If the Purchase Price Adjustment reflected on the Closing Date, Purchaser shall prepare, or cause to be prepared, and deliver, or cause to be delivered to Seller, (1) the Closing Balance Sheet, which shall be prepared in the same manner as the Reference Date Balance Sheet (as hereinafter defined) is greater than the Estimated Purchase Price Adjustment, then the Escrow Agent shall deliver to the Buyer, in accordance with the Bank Accounting Principles and with the adjustments provided for in Exhibit 1methodology set forth on Schedule 1.3(a), cash, Purchase Shares and which Purchase Warrants with an aggregate value equal to the amount of such excess (it being agreed that for purposes of this Section 1.3, each Purchase Share shall set forth in reasonable detail be deemed to have a value equal to the calculation of the Closing Tangible NAVSpecified Price, and (2) each Purchase Warrant shall be deemed to have a certificate value equal to $1.67 for each share of Purchaser certifying that Buyer Common Stock subject thereto). If the Closing Balance Sheet has been prepared in accordance with this Agreement. (c) Seller shall, within 45 days after the delivery by Purchaser to Seller of the Closing Balance Sheet, complete its review of the Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties on the 45th day following delivery thereof, unless Seller determines that the Closing Balance Sheet has not been prepared on the basis set forth in this Agreement, that as a result the Closing Tangible NAV is in error by an amount greater than $50,000, and gives written notice of its disagreement with the Closing Balance Sheet (the “Seller’s Objection”) to Purchaser prior to such date. The Seller’s Objection shall (1) specify in reasonable detail the nature of each disagreement so asserted, (2) only include disagreements based Purchase Price Adjustment reflected on the Closing Tangible NAV set forth in the Closing Date Balance Sheet not being calculated, or the Closing Balance Sheet not being prepared, in each case in accordance with this Agreement, and (3) specify what Seller reasonably believes is the correct Closing Tangible NAV based on the disagreements set forth in such Seller’s Objection. If Seller delivers a Seller’s Objection, then the Closing Balance Sheet and the Closing Tangible NAV (as revised or adjusted in accordance with this sentence) shall become final and binding upon Purchaser and Seller on the earlier of (A) the date Purchaser and Seller resolve in writing any differences they have with respect to the matters specified in the Seller’s Objection and (B) the date any disputed matters are finally resolved in writing in accordance with the procedures specified in this Agreement. During the 30-day period following the delivery of the Seller’s Objection, Purchaser and Seller shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Seller’s Objection. Purchaser and its accountants shall, and shall cause the Bank or its successor to, and Seller and its accountants shall, promptly provide the other party and its accountants and representatives full access to all personnel, books and records, data and financial statements and any other information, including work papers of its accountants, reasonably requested by the other party to the extent necessary for such party to review the Closing Balance Sheet or to prepare Seller’s Objection (in the case of Seller) or to review the Seller’s Objection (in the case of Purchaser); provided that such party and its accountants and representatives have executed all release letters reasonably requested by the other party’s accountants in connection therewith. (d) If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the Closing Balance Sheet and Closing Tangible NAV within the 30-day period after delivery of the Seller’s Objection, they shall refer their remaining differences to an internationally recognized firm of independent certified U.S. public accountants as to which Seller and Purchaser mutually agree (the “CPA Firm”), who shall, limiting their review to matters properly included in the Seller’s Objection and acting as experts and not as arbitrators, determine, on the basis of the standard set forth in Section 2.03(b) hereof, the Closing Balance Sheet and Closing Tangible NAV. The parties shall instruct the CPA Firm to deliver the Closing Balance Sheet to Purchaser and Seller no later than 20 Business Days after the remaining differences underlying Seller’s Objection are referred to the CPA Firm. In making such determination regarding the applicable dispute, the CPA Firm shall select, with respect to each item in dispute, an amount between or equal to Purchaser’s position set forth in the Closing Balance Sheet and Seller’s position as set forth in the Seller’s Objection. The CPA Firm’s determination shall include a certification that it determined the Closing Balance Sheet in accordance with this Section 2.03(d) and shall be conclusive and binding upon Purchaser and Seller, absent clear and manifest error and subject to the following sentence. The fees and disbursements of the CPA Firm shall be paid by Purchaser or Seller in proportion to those matters submitted to the CPA Firm that are resolved against that party, as such fees and disbursements are allocated by the CPA Firm in accordance with this Section 2.03 at the time of the CPA Firm’s determination. The fees and expenses of Seller’s accountants and representatives, incurred in connection with their review of the Closing Balance Sheet and, if applicable, the Seller’s Objection shall be borne by Seller, and the fees and expenses of Purchaser’s accountants and representatives, incurred in connection with their review of the Closing Balance Sheet and, if applicable, the Seller’s Objection shall be borne by Purchaser. Purchaser and its accountants and Seller and its accountants shall (and Purchaser shall cause the Bank or its successor to) make available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective accountants) relating to the Estimated Closing Balance Sheet, Seller’s Objection and the Closing Balance Sheet and all other items reasonably requested by the CPA Firm. For the purpose of the final determination of the Closing Balance Sheet, no change shall be made with respect to the accounting records of the Bank on which the Estimated Closing Balance Sheet or Closing Balance Sheet is to be based that would prevent, obstruct or otherwise affect the procedures set forth in this Section 2.03. (e) If the Closing Tangible NAV exceeds the Estimated Closing Tangible NAV, Purchaser shall make an adjustment payment to Seller in an amount equal to such excess. If the Closing Tangible NAV is less than the Estimated Closing Tangible NAVPurchase Price Adjustment, Seller then the Buyer shall make deliver to the Stockholders' Representative, for redelivery to the Stockholders in accordance with the methodology set forth on Schedule 1.3(a), cash, Purchase Shares and Purchase Warrants with an adjustment payment to Purchaser in an amount aggregate value equal to the amount of such differenceshortfall. Any payment cash payments made by the Buyer to the Stockholders' Representative or by the Escrow Agent to the Buyer pursuant to this Section 2.03(e) 1.3(b), shall be made together with interest on the amount of such payment at the Applicable Rate calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Closing Date until, but not including, the date of payment. Within five days following determination of the Closing Tangible NAV, any payment payable pursuant to this Section 2.03(e) shall be paid by wire transfer of immediately available funds to a bank the account or accounts designated by Purchaser the Stockholders' Representative or Sellerthe Buyer, as the case may be, at within ten days after the date in which the Closing Date Balance Sheet is final and binding on the parties, as provided herein, and any deliveries of Purchase Shares and Purchase Shares shall be made within such ten-day period. (c) At least two Business Days three business days prior to the expiration Closing Date, the Company will provide the Buyer with customary pay-off letters from all holders of such five day period. Any payment made pursuant to this Section 2.03 shall be treated for all tax purposes as adjustments Funded Indebtedness, and make arrangements satisfactory to the Purchase Price.Buyer for such holders to provide to the Company, simultaneously with the Closing and Buyer's payment of all outstanding indebtedness reflected thereon, recordable form lien releases, canceled notes, trademark and patent assignments and other documents reasonably requested

Estimated Purchase Price Adjustment. (a) Not fewer Seller shall deliver to Buyer, not later than three five Business Days prior to the Closing Date, Seller shall deliver, or cause to be delivered, to Purchaser an estimated unaudited statement (1the “Estimated Closing Statement”) of Seller’s good faith estimate of Net Working Capital of the Business as of the Effective Time (the “Estimated Net Working Capital”). The line items set forth on the Estimated Closing Balance Sheet, which Statement shall be prepared in accordance with GAAP, applied on a basis consistent with the Bank Accounting Principles Financial Statements and include the line items set forth on Schedule 1.8 (provided that, in the event of a conflict between (x) GAAP and (y) consistency with the Financial Statements and the inclusion of the line items set forth on Schedule 1.8, GAAP shall reflect the adjustments provided for in Exhibit 1control), and shall set forth present fairly, in reasonable detail all material respects, the Estimated Net Working Capital of the Business as of the Effective Time; provided that for purposes of determining the book value of Inventory in connection with the Estimated Net Working Capital of the Business: (i) finished goods Inventory that, (A) as of the Effective Time, has less than 60 days of its consumer shelf life remaining or such lesser (or greater) number of remaining days of consumer shelf life as required by agreed-upon terms with applicable customers of Seller, or (B) represents any products that have been discontinued or are scheduled to be discontinued by Seller prior to the Effective Time, in each case, shall be valued at zero; and (ii) raw material Inventory that, (A) as of the Effective Time, has less than 60 days of its shelf life remaining, or (B) are exclusively used in products that have been discontinued or are scheduled to be discontinued by Seller prior to the Effective Time shall, in each case, shall be valued at zero; and (iii) no effect shall be given to any changes or adjustments arising from the transactions contemplated by this Agreement or the Collateral Agreements. Buyer or its designated independent certified public accountants shall have the right to be present to observe and verify the taking of any physical inventory in conjunction with the preparation of Seller’s calculation of the Estimated Closing Tangible NAV and the Estimated Purchase Price, and (2) a certificate of Seller certifying that the Estimated Closing Balance Sheet has been prepared in accordance with this Agreement. (b) As soon as practicable, but in no event more than 60 days following the Closing Date, Purchaser shall prepare, or cause to be prepared, and deliver, or cause to be delivered to Seller, (1) the Closing Balance Sheet, which shall be prepared in the same manner as the Reference Balance Sheet in accordance with the Bank Accounting Principles and with the adjustments provided for in Exhibit 1), and which shall set forth in reasonable detail the calculation Inventory of the Closing Tangible NAV, and (2) a certificate of Purchaser certifying that the Closing Balance Sheet has been prepared in accordance with this Agreement. (c) Seller shall, within 45 days after the delivery by Purchaser to Seller Business as of the Closing Balance SheetEffective Time, complete its review of the Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties on the 45th day following delivery thereofand, unless Seller determines that the Closing Balance Sheet has not been prepared on the basis set forth in this Agreement, that as a result the Closing Tangible NAV is in error by an amount greater than $50,000, and gives written notice of its disagreement with the Closing Balance Sheet (the “Seller’s Objection”) to Purchaser at any time prior to such date. The Seller’s Objection shall (1) specify in reasonable detail the nature of each disagreement so asserted, (2) only include disagreements based on the Closing Tangible NAV set forth in the Closing Balance Sheet not being calculated, or the Closing Balance Sheet not being prepared, in each case in accordance with this Agreement, and (3) specify what Seller reasonably believes is the correct Closing Tangible NAV based on the disagreements set forth in such Seller’s Objection. If Seller delivers a Seller’s Objection, then the Closing Balance Sheet and the Closing Tangible NAV (as revised or adjusted in accordance with this sentence) shall become final and binding upon Purchaser and Seller on the earlier of (A) the date Purchaser and Seller resolve in writing any differences they have with respect to the matters specified in the Seller’s Objection and (B) the date any disputed matters are finally resolved in writing in accordance with the procedures specified in this Agreement. During the 30-day period following the delivery of the Seller’s Objection, Purchaser and Seller shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Seller’s Objection. Purchaser and its accountants shall, and shall cause the Bank or its successor to, and Seller and its accountants shall, promptly provide the other party and its accountants and representatives full access to all personnel, books and records, data and financial statements and any other information, including work papers of its accountants, reasonably requested by the other party to the extent necessary for such party to review the Closing Balance Sheet or to prepare Seller’s Objection (in the case of Seller) or to review the Seller’s Objection (in the case of Purchaser); provided that such party and its accountants and representatives have executed all release letters reasonably requested by the other party’s accountants in connection therewith. (d) If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the Closing Balance Sheet and Closing Tangible NAV within the 30-day period after delivery of the Seller’s Objection, they shall refer their remaining differences to an internationally recognized firm of independent certified U.S. public accountants as to which Seller and Purchaser mutually agree (the “CPA Firm”), who shall, limiting their review to matters properly included in the Seller’s Objection and acting as experts and not as arbitrators, determine, on the basis of the standard set forth in Section 2.03(b) hereof, the Closing Balance Sheet and Closing Tangible NAV. The parties shall instruct the CPA Firm to deliver the Closing Balance Sheet to Purchaser and Seller no later than 20 Business Days after the remaining differences underlying Seller’s Objection are referred to the CPA Firm. In making such determination regarding the applicable dispute, the CPA Firm shall select, with respect to each item in dispute, an amount between or equal to Purchaser’s position set forth in the Closing Balance Sheet and Seller’s position as set forth in the Seller’s Objection. The CPA Firm’s determination shall include a certification that it determined the Closing Balance Sheet in accordance with this Section 2.03(d) and shall be conclusive and binding upon Purchaser and Seller, absent clear and manifest error and subject to the following sentence. The fees and disbursements of the CPA Firm shall be paid by Purchaser or Seller in proportion to those matters submitted to the CPA Firm that are resolved against that party, as such fees and disbursements are allocated by the CPA Firm in accordance with this Section 2.03 at the time of the CPA Firm’s determination. The fees and expenses of Seller’s accountants and representatives, incurred in connection with their review of the Closing Balance Sheet and, if applicable, the Seller’s Objection shall be borne by Seller, and the fees and expenses of Purchaser’s accountants and representatives, incurred in connection with their review of the Closing Balance Sheet and, if applicable, the Seller’s Objection shall be borne by Purchaser. Purchaser and its accountants and Seller and its accountants shall (and Purchaser shall cause the Bank or its successor to) make available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective accountants) relating to the Estimated Closing Balance Sheet, Seller’s Objection and the Closing Balance Sheet and all other items reasonably requested by the CPA Firm. For the purpose of the final determination of the Closing Balance Sheet, no change shall be made with respect to the accounting records Inventory of the Bank on which Business as of the Estimated Closing Balance Sheet or Closing Balance Sheet is to be based that would prevent, obstruct or otherwise affect the procedures set forth in this Section 2.03. (e) If the Closing Tangible NAV exceeds the Estimated Closing Tangible NAV, Purchaser shall make an adjustment payment to Seller in an amount equal to such excess. If the Closing Tangible NAV is less than the Estimated Closing Tangible NAV, Seller shall make an adjustment payment to Purchaser in an amount equal to such difference. Any payment Effective Time pursuant to this Section 2.03(e) shall be made together with interest on 1.8, Buyer may review and examine the amount procedures, books, records and work papers of Seller relating to such payment at the Applicable Rate calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Closing Date until, but not including, the date of payment. Within five days following determination of the Closing Tangible NAV, any payment payable pursuant to this Section 2.03(e) shall be paid by wire transfer of immediately available funds to a bank account or accounts designated by Purchaser or Seller, as the case may be, at least two Business Days prior to the expiration of such five day period. Any payment made pursuant to this Section 2.03 shall be treated for all tax purposes as adjustments to the Purchase Pricecalculation.

Estimated Purchase Price Adjustment. (a) Not fewer No later than three (3) Business Days prior to the Closing Date, Seller the Company shall deliver, or cause deliver to be delivered, to Purchaser the Buyer a statement (1the “Preliminary Closing Date Net Working Capital Statement”) setting forth the Company’s good faith estimate (the “Preliminary Closing Date Net Working Capital”) of (i) the Estimated total Inventory plus (ii) the total accounts receivable of the Business minus (ii) the total accounts payable of the Business, in each case, calculated as of the Closing Date (the “Closing Date Net Working Capital”), calculated in accordance with GAAP, the methodology used in preparing the Business Balance SheetSheet and Section 3.2(b) of the Company Disclosure Schedule, which shall be prepared in accordance with certified by the Bank Accounting Principles Company’s chief financial officer (for the avoidance of doubt, the accounts receivable and shall reflect the adjustments provided for in Exhibit 1, and shall set forth in reasonable detail the calculation accounts payable of the Estimated Closing Tangible NAV and the Estimated Purchase Price, and (2) a certificate of Seller certifying that the Estimated Closing Balance Sheet has been prepared in accordance with this Agreement. (b) As soon as practicable, but in no event more than 60 days following the Closing Date, Purchaser Business shall prepare, or cause to be prepared, and deliver, or cause to be delivered to Seller, (1) the Closing Balance Sheet, which shall be prepared in the same manner as the Reference Balance Sheet in accordance with the Bank Accounting Principles and with the adjustments provided for in Exhibit 1), and which shall set forth in reasonable detail the calculation of the Closing Tangible NAV, and (2) a certificate of Purchaser certifying that the Closing Balance Sheet has been prepared in accordance with this Agreement. (c) Seller shall, within 45 days after the delivery by Purchaser to Seller of the Closing Balance Sheet, complete its review of the Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties on the 45th day following delivery thereof, unless Seller determines that the Closing Balance Sheet has not been prepared on the basis set forth in this Agreement, that as a result the Closing Tangible NAV is in error by an amount greater than $50,000, and gives written notice of its disagreement with the Closing Balance Sheet (the “Seller’s Objection”) to Purchaser prior to include all such date. The Seller’s Objection shall (1) specify in reasonable detail the nature of each disagreement so asserted, (2) only include disagreements based on the Closing Tangible NAV set forth in the Closing Balance Sheet not being calculated, or the Closing Balance Sheet not being prepared, in each case in accordance with this Agreement, and (3) specify what Seller reasonably believes is the correct Closing Tangible NAV based on the disagreements set forth in such Seller’s Objection. If Seller delivers a Seller’s Objection, then the Closing Balance Sheet and the Closing Tangible NAV (as revised or adjusted in accordance with this sentence) shall become final and binding upon Purchaser and Seller on the earlier of (A) the date Purchaser and Seller resolve in writing any differences they have accounts with respect to the matters specified in Quest, Trident and Nautalis Discontinued Systems, Consumables and Services line of the Seller’s Objection and (B) Business). In the date any disputed matters are finally resolved in writing in accordance event that the Buyer does not agree with the procedures specified in this Agreement. During Company’s estimate, the 30-day period following Company and the delivery of the Seller’s Objection, Purchaser and Seller Buyer shall seek negotiate in good faith to resolve in writing any differences mutually agree as promptly as practicable on an acceptable estimate of the Preliminary Closing Date Net Working Capital Statement. At the Closing, the amount of the Purchase Price that they may have with respect the Buyer shall be required to pay to the matters specified in the Seller’s Objection. Purchaser and its accountants shall, and Company pursuant to this Agreement shall cause the Bank or its successor to, and Seller and its accountants shall, promptly provide the other party and its accountants and representatives full access to all personnel, books and records, data and financial statements and any other information, including work papers of its accountants, reasonably requested be adjusted by the other party to difference between the extent necessary for such party to review the Preliminary Closing Balance Sheet or to prepare Seller’s Objection (in the case of Seller) or to review the Seller’s Objection (in the case of Purchaser); provided that such party and its accountants and representatives have executed all release letters reasonably requested by the other party’s accountants in connection therewith. (d) If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the Closing Balance Sheet and Closing Tangible NAV within the 30-day period after delivery of the Seller’s Objection, they shall refer their remaining differences to an internationally recognized firm of independent certified U.S. public accountants as to which Seller and Purchaser mutually agree (the “CPA Firm”), who shall, limiting their review to matters properly included in the Seller’s Objection and acting as experts and not as arbitrators, determine, on the basis of the standard set forth in Section 2.03(b) hereof, the Closing Balance Sheet and Closing Tangible NAV. The parties shall instruct the CPA Firm to deliver the Closing Balance Sheet to Purchaser and Seller no later than 20 Business Days after the remaining differences underlying Seller’s Objection are referred to the CPA Firm. In making such determination regarding the applicable dispute, the CPA Firm shall select, with respect to each item in dispute, an amount between or equal to Purchaser’s position set forth in the Closing Balance Sheet and Seller’s position as set forth in the Seller’s Objection. The CPA Firm’s determination shall include a certification that it determined the Closing Balance Sheet in accordance with this Section 2.03(d) and shall be conclusive and binding upon Purchaser and Seller, absent clear and manifest error and subject to the following sentence. The fees and disbursements of the CPA Firm shall be paid by Purchaser or Seller in proportion to those matters submitted to the CPA Firm that are resolved against that party, as such fees and disbursements are allocated by the CPA Firm in accordance with this Section 2.03 at the time of the CPA Firm’s determination. The fees and expenses of Seller’s accountants and representatives, incurred in connection with their review of the Closing Balance Sheet and, if applicable, the Seller’s Objection shall be borne by Seller, Date Net Working Capital and the fees and expenses of Purchaser’s accountants and representatives, incurred in connection with their review of the Closing Balance Sheet and, if applicable, the Seller’s Objection shall be borne by Purchaser. Purchaser and its accountants and Seller and its accountants shall (and Purchaser shall cause the Bank or its successor to) make available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective accountants) relating to the Estimated Closing Balance Sheet, Seller’s Objection and the Closing Balance Sheet and all other items reasonably requested by the CPA Firm. For the purpose of the final determination of the Closing Balance Sheet, no change shall be made with respect to the accounting records of the Bank on which the Estimated Closing Balance Sheet or Closing Balance Sheet is to be based that would prevent, obstruct or otherwise affect the procedures set forth in this Section 2.03. (e) If the Closing Tangible NAV exceeds the Estimated Closing Tangible NAV, Purchaser shall make an adjustment payment to Seller in an amount equal to such excessTarget Net Working Capital. If the Preliminary Closing Tangible NAV Date Net Working Capital exceeds the Target Net Working Capital, the amount of the Purchase Price paid by the Buyer to the Company at Closing shall be increased dollar-for-dollar by the amount of such excess, and if the Preliminary Closing Date Net Working Capital is less than the Estimated Closing Tangible NAVTarget Net Working Capital, Seller shall make an adjustment payment to Purchaser in an amount equal to such difference. Any payment pursuant to this Section 2.03(e) shall be made together with interest on the amount of such payment the Purchase Price paid at the Applicable Rate calculated on the basis Closing shall be decreased dollar-for-dollar by such shortfall, a portion of a 360-day year for the actual number of days elapsed, accrued from the Closing Date until, but not including, the date of payment. Within five days following determination of the Closing Tangible NAV, any payment payable pursuant to this Section 2.03(e) which shall be paid by wire transfer of immediately available funds to a bank account or accounts designated by Purchaser or Seller, as the case may be, at least two Business Days prior to the expiration of such five day period. Any payment made escrow agent pursuant to this paragraph (a) above. The Purchase Price shall thereafter be subject to further adjustment as provided in Section 2.03 shall be treated for all tax purposes as adjustments to the Purchase Price3.3.

Estimated Purchase Price Adjustment. (a) Not fewer than three five Business Days prior to the Closing Date, Seller shall deliver, or cause to be delivered, to Purchaser (1) the Estimated Closing Balance Sheet, which shall be prepared in accordance with the Bank Accounting Principles and shall reflect the adjustments provided for in Exhibit 1, and shall set forth in reasonable detail the calculation of the Estimated Closing Tangible NAV and the Estimated Purchase Price, and (2) a certificate of Seller certifying that that, to Seller’s Knowledge, the Estimated Closing Balance Sheet has been prepared in accordance the same manner as the Reference Balance Sheet (without any changes or modifications in the method of application of the Bank Accounting Principles). Following such delivery and prior to the Closing, Purchaser may review the Estimated Closing Balance Sheet and Seller shall consider in good faith any disputes of Purchaser with this Agreementrespect thereto. (b) As soon as practicable, but in no event more than 60 days following the Closing Date, Purchaser shall prepare, or cause to be prepared, and deliver, or cause to be delivered to Seller, (1) the Closing Balance Sheet, which shall be and (2) a certificate of Purchaser certifying that, to Purchaser’s Knowledge, the Closing Balance Sheet has been prepared in the same manner as the Reference Balance Sheet (without any changes or modifications in accordance with the method of application of the Bank Accounting Principles and with the adjustments provided for in Exhibit 1Principles), and which shall set forth in reasonable detail the calculation of the Closing Tangible NAV, and (2) a certificate of Purchaser certifying that the Closing Balance Sheet has been prepared in accordance with this Agreement. (c) Seller shall, within 45 30 days after the delivery by Purchaser to Seller of the Closing Balance Sheet, complete its review of the Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties on the 45th 30th day following delivery thereof, unless Seller determines that the Closing Balance Sheet is inaccurate or has not been prepared on consistent with the basis set forth in this Agreement, that as a result the Closing Tangible NAV is in error by an amount greater than $50,000, Reference Balance Sheet and Bank Accounting Principles and gives written notice of its disagreement with the Closing Balance Sheet (the “Seller’s Objection”) to Purchaser prior to such date. The Seller’s Objection shall (1) specify in reasonable detail the nature of each disagreement so asserted, asserted and (2) only include disagreements based on the Closing Tangible NAV set forth in the Closing Balance Sheet not being calculated, or the Closing Balance Sheet not being prepared, in each case in accordance with this Agreement, and (3) specify what Seller reasonably believes is the correct Closing Tangible NAV and Premium based on the disagreements set forth in such Seller’s Objection. If Seller delivers a Seller’s Objection, then the Closing Balance Sheet and Sheet, the Closing Tangible NAV and Premium (as revised or adjusted in accordance with this sentence) shall become final and binding upon Purchaser and Seller on the earlier of (A) the date Purchaser and Seller resolve in writing any differences they have with respect to the matters specified in the Seller’s Objection and (B) the date any disputed matters are finally resolved in writing in accordance with the procedures specified described in this Agreement. During the 30-day period following the delivery of the Seller’s Objection, Purchaser and Seller shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Seller’s Objection. Purchaser and its accountants shall, and shall cause the Bank or its successor to, and Seller and its accountants shall, promptly provide the other party and its accountants and representatives full reasonable access to all personnel, books and records, data and financial statements and any other information, including work papers of its accountants, reasonably requested by the other party to the extent necessary for such party to review the Closing Balance Sheet or to prepare the Seller’s Objection (in the case of Seller) or to review the Seller’s Objection (in the case of Purchaser); provided that such party and its accountants and representatives have executed all release letters reasonably requested by the other party’s accountants in connection therewith. (d) If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the Closing Balance Sheet Sheet, Closing NAV and Closing Tangible NAV Premium within the 30-day period after delivery of the Seller’s Objection, they shall refer their remaining differences to an internationally KPMG or another nationally recognized firm of independent certified U.S. public accountants as to which Seller and Purchaser mutually agree (the “CPA Firm”), who shall, limiting their review to still unresolved matters properly included in the Seller’s Objection and acting as experts and not as arbitrators, determine, on the basis of the standard set forth in Section 2.03(b) hereof, determine the Closing Balance Sheet, Closing NAV and Premium consistent with the Reference Balance Sheet and Closing Tangible NAVthe Bank Accounting Principles. The parties shall instruct the CPA Firm to deliver the Closing Balance Sheet Sheet, Closing NAV and Premium to Purchaser and Seller no later than 20 Business Days after the remaining differences underlying the Seller’s Objection are referred to the CPA Firm. In making such determination regarding the applicable dispute, the CPA Firm shall select, with respect to each item in dispute, an amount between or equal to Purchaser’s position set forth in the Closing Balance Sheet and Seller’s position as set forth in the Seller’s Objection. The CPA Firm’s determination shall include a certification that it determined the Closing Balance Sheet Sheet, Closing NAV and Premium in accordance with this Section 2.03(d2.2(d) and shall be conclusive and binding upon Purchaser and Seller, absent clear and manifest error and subject to the following sentenceerror. The fees and disbursements of the CPA Firm shall be paid by Purchaser or Seller in proportion to those matters submitted to the CPA Firm that are resolved against that party, as such fees and disbursements are allocated by the CPA Firm in accordance with this Section 2.03 2.2 at the time of the CPA Firm’s determination. The fees and expenses of Seller’s accountants and representatives, incurred in connection with their review of the Closing Balance Sheet and, if applicable, the Seller’s Objection shall be borne by Seller, and the fees and expenses of Purchaser’s accountants and representatives, incurred in connection with their review of the Closing Balance Sheet and, if applicable, the Seller’s Objection shall be borne by Purchaser. Purchaser and its accountants and Seller and its accountants shall (and Purchaser shall cause the Bank Company or its successor to) make available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective accountants) relating to the Reference Balance Sheet Date, the Estimated Closing Balance Sheet, the Seller’s Objection and the Closing Balance Sheet and all other items reasonably requested by the CPA Firm. For the purpose of the final determination of the Closing Balance Sheet, no change shall be made after the Closing with respect to the accounting records of the Bank on which the Estimated Closing Balance Sheet or Closing Balance Sheet is to be based that would prevent, obstruct or otherwise affect the procedures set forth in this Section 2.032.2. Each party shall have the ability, in their discretion, to submit written or oral submissions to the CPA Firm with respect to matters subject to the dispute. A copy of any such submission shall be provided to the other party to the dispute. (e) If (i) the Closing Tangible NAV exceeds plus the Premium exceed the Estimated Closing Tangible NAVNAV plus the Estimated Premium, Purchaser shall make an adjustment payment to Seller in an the dollar amount equal to of such excess. If excess or (ii) the Closing Tangible NAV plus the Premium is less than the Estimated Closing Tangible NAVNAV plus the Estimated Premium, Seller shall make an adjustment payment to Purchaser in an amount equal to the absolute dollar value of such difference. Any payment pursuant to this Section 2.03(e2.2(e) shall be made together with interest on the amount of such payment at the Applicable Rate calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Closing Date until, but not including, the date of payment. Within five ten days following determination of the date on which the Closing Tangible NAVBalance Sheet, Closing NAV and Premium become final and binding pursuant to this Section 2.2, any payment payable pursuant to this Section 2.03(e2.2(e) shall be paid by wire transfer of immediately available funds to a bank account or accounts designated by Purchaser or Seller, as the case may be, at least two Business Days prior to the expiration of such five ten day period. Any payment made pursuant to this Section 2.03 2.2 shall be treated for all tax purposes as adjustments to the Purchase Price.

Estimated Purchase Price Adjustment. (a) Not fewer later than three five Business Days prior to the Closing Date, Seller shall deliverdeliver to Buyer a statement (the “Closing Statement”) setting forth (a) Seller’s good faith estimate of (i) Closing Cash (provided that, or cause solely for purposes of such estimate, Domestic Cash shall be assumed to be deliveredzero), to Purchaser (1ii) Closing Indebtedness and (iii) Closing Working Capital and (b) using the Estimated Closing Balance Sheet, which shall be prepared in accordance with the Bank Accounting Principles and shall reflect the adjustments provided for in Exhibit 1, and shall amounts set forth in the preceding clause (a), Seller’s calculation of the Aggregate Purchase Price (such calculation, the “Estimated Aggregate Purchase Price”). Upon delivery of the Closing Statement, Seller shall (x) permit Buyer and its Representatives to have reasonable detail access to the books, records and other documents (including work papers, schedules, financial statements, and memoranda) pertaining to or used in connection with the preparation of the Closing Statement and Seller’s calculation of the Estimated Closing Tangible NAV Aggregate Purchase Price and provide Buyer with copies thereof and (y) provide Buyer and its Representatives reasonable access during normal business hours and upon reasonable notice to Seller’s and the Estimated Purchase PriceCompany’s executive officers and, and (2) a certificate of Seller certifying that the Estimated Closing Balance Sheet has been prepared in accordance with this Agreement. (b) As soon as practicable, but in no event more than 60 days following the Closing Date, Purchaser shall prepare, or cause subject to be prepared, and deliver, or cause to be delivered to Seller, (1) the Closing Balance Sheet, which shall be prepared in the same manner as the Reference Balance Sheet in accordance with the Bank Accounting Principles and with the adjustments provided for in Exhibit 1), and which shall set forth in reasonable detail the calculation of the Closing Tangible NAV, and (2) a certificate of Purchaser certifying that the Closing Balance Sheet has been prepared in accordance with this Agreement. (c) Seller shall, within 45 days after the delivery by Purchaser to Seller of the Closing Balance Sheet, complete its review of the Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties on the 45th day following delivery thereof, unless Seller determines that the Closing Balance Sheet has not been prepared on the basis set forth in this Agreement, that as a result the Closing Tangible NAV is in error by an amount greater than $50,000, and gives written notice of its disagreement with the Closing Balance Sheet (the “Seller’s Objection”) to Purchaser prior to such date. The Seller’s Objection shall (1) specify in reasonable detail the nature of each disagreement so asserted, (2) only include disagreements based on the Closing Tangible NAV set forth in the Closing Balance Sheet not being calculated, or the Closing Balance Sheet not being prepared, in each case in accordance with this Agreement, and (3) specify what Seller reasonably believes is the correct Closing Tangible NAV based on the disagreements set forth in such Seller’s Objection. If Seller delivers a Seller’s Objection, then the Closing Balance Sheet and the Closing Tangible NAV (as revised or adjusted in accordance with this sentence) shall become final and binding upon Purchaser and Seller on the earlier of (A) the date Purchaser and Seller resolve in writing any differences they have with respect to the matters specified in the Seller’s Objection and (B) the date any disputed matters are finally resolved in writing in accordance with the procedures specified in this Agreement. During the 30-day period following the delivery of the Seller’s Objection, Purchaser and Seller shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Seller’s Objection. Purchaser Buyer and its Representatives satisfying any customary conditions imposed by the external accountants, accountants shall(including making the Company’s Chief Financial Officer and, subject to Buyer and shall cause its Representatives satisfying any customary conditions imposed by the Bank external accountants, accountants available during normal business hours and upon reasonable notice to respond to reasonable written or oral inquiries of Buyer or its successor to, and Seller and its accountants shall, promptly provide the other party and its accountants and representatives full access to all personnel, books and records, data and financial statements and any other information, including work papers of its accountants, reasonably requested by the other party to the extent necessary for such party to review the Closing Balance Sheet or to prepare Seller’s Objection (in the case of Seller) or to review the Seller’s Objection (in the case of PurchaserRepresentatives); provided that such party and its accountants and representatives have executed all release letters reasonably requested by the other party’s accountants in connection therewith. (d) If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the Closing Balance Sheet and Closing Tangible NAV within the 30-day period after delivery of the Seller’s Objection, they shall refer their remaining differences to an internationally recognized firm of independent certified U.S. public accountants as to which Seller and Purchaser mutually agree (the “CPA Firm”), who shall, limiting their review to matters properly included in the Seller’s Objection and acting as experts and not as arbitrators, determine, on the basis of the standard set forth in Section 2.03(b) hereof, the Closing Balance Sheet and Closing Tangible NAV. The parties shall instruct the CPA Firm to deliver the Closing Balance Sheet to Purchaser and Seller no later than 20 Business Days after the remaining differences underlying Seller’s Objection are referred to the CPA Firm. In making such determination regarding the applicable dispute, the CPA Firm shall select, with respect to each item in dispute, an amount between or equal to Purchaser’s position set forth in the Closing Balance Sheet and Seller’s position as set forth in the Seller’s Objection. The CPA Firm’s determination shall include a certification that it determined the Closing Balance Sheet in accordance with this Section 2.03(d) and shall be conclusive and binding upon Purchaser and Seller, absent clear and manifest error and subject to the following sentence. The fees and disbursements of the CPA Firm shall be paid by Purchaser or Seller in proportion to those matters submitted to the CPA Firm that are resolved against that party, as such fees and disbursements are allocated by the CPA Firm in accordance with this Section 2.03 at the time of the CPA Firm’s determination. The fees and expenses of Seller’s accountants and representatives, incurred in connection with their review of the Closing Balance Sheet and, if applicable, the Seller’s Objection shall be borne by Seller, and the fees and expenses of Purchaser’s accountants and representatives, incurred in connection with their review of the Closing Balance Sheet and, if applicable, the Seller’s Objection shall be borne by Purchaser. Purchaser and its accountants and Seller and its accountants shall (and Purchaser shall cause the Bank or its successor to) make available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective accountants) relating to the Estimated Closing Balance Sheet, Seller’s Objection and the Closing Balance Sheet and all other items reasonably requested by the CPA Firm. For the purpose of the final determination of the Closing Balance Sheet, no change shall be made with respect to the accounting records of the Bank on which the Estimated Closing Balance Sheet or Closing Balance Sheet is to be based that would prevent, obstruct or otherwise affect the procedures set forth in this Section 2.03. (e) If the Closing Tangible NAV exceeds the Estimated Closing Tangible NAV, Purchaser shall make an adjustment payment to Seller in an amount equal to such excess. If the Closing Tangible NAV is Not less than the Estimated Closing Tangible NAV, Seller shall make an adjustment payment to Purchaser in an amount equal to such difference. Any payment pursuant to this Section 2.03(e) shall be made together with interest on the amount of such payment at the Applicable Rate calculated on the basis of a 360-day year for the actual number of days elapsed, accrued from the Closing Date until, but not including, the date of payment. Within five days following determination of the Closing Tangible NAV, any payment payable pursuant to this Section 2.03(e) shall be paid by wire transfer of immediately available funds to a bank account or accounts designated by Purchaser or Seller, as the case may be, at least two Business Days prior to the expiration Closing, Buyer shall notify Seller of its good faith objections, if any, to the Closing Statement. Seller shall consider in good faith Buyer’s objections to the Closing Statement calculations and shall revise such five day periodcalculations, if, based on its good faith assessment of Buyer’s comments, such changes are warranted, which revised calculations shall become the applicable Closing Statement. Any payment made pursuant If Seller and Buyer are unable to this Section 2.03 resolve any dispute with respect to the Closing Statement, such dispute shall not under any circumstance delay the Closing, and the Estimated Aggregate Purchase Price shall be treated calculated as set forth in the Closing Statement (as modified to reflect the resolution of any objection by Buyer with which Seller has agreed, if any), for all tax the purposes as adjustments to of the Purchase Price.Closing. Notwithstanding the foregoing three sentences, in no event will any of Buyer’s rights under ‎Section

Estimated Purchase Price Adjustment. (a) Not fewer If necessary, as soon as possible (but no later than three Business Days prior 30 (thirty) calendar days after the Closing Date), Xxxxxx may prepare and deliver to the Sellers a determination (the “Initial Adjustment Determination”), prepared in accordance with this Contract and the Accounting Standards, which must include the calculation of (i) the Total Value of the Companies on the Closing Date, Seller shall deliver, or cause to be delivered, to Purchaser (1ii) the Estimated determination of Working Capital at Closing, and (iii) Cash Surplus, along with the information and supporting documentation necessary to perform the above calculations. (b) In the event that the Buyers do not deliver to the Sellers the Initial Adjustment Determination within 30 (thirty) calendar days after the Closing Balance SheetDate, which the information contained in the Closing Certificate will be final and mandatory for the Parties, and will be considered as the Final Adjustment Determination. The Party or Parties preparing the Initial Adjustment Determination pursuant to Section 4.03(a) or 4.03(b), as applicable shall be prepared referred to as the “Delivering Party”, and the Party or Parties receiving the Initial Adjustment Determination pursuant to Section 4.03(a) or 4.03(b), as applicable shall be referred to as the “Receiving Party”. (c) During the period of 30 (thirty) calendar days after the Receiving Party receives the Initial Adjustment Determination and other information referred to in this Section 4.03 (the “Review Period”), the Receiving Party shall be entitled to review the working documents and all books and records of the Companies, used or useful in the review of the Initial Adjustment Determination, and the Delivering Party and the Companies, as soon as possible, but in any case within the deadlines reasonably established by the Receiving Party, should make their employees or consultants responsible for, and that know, the information used in the preparation of the Initial Adjustment Determination respond to the Receiving Party’s reasonable questions and requests for information. (d) The Buyers agree that, after the Closing and until the date when the Final Adjustment Determination becomes final and binding on the Parties under the terms of this Section 4.03, they will refrain (and cause their shareholders, board members, officials, Affiliates and Subsidiaries refrain) from carrying out any action that may prevent or delay the determination of the Final Purchase Price or the preparation of the Notice of Disagreement or Final Adjustment Determination in accordance with the Bank Accounting Principles methods required by this Contract. (e) Prior to the expiration of the Review Period and in the event that the Receiving Party disagrees with the Initial Adjustment Determination, said Receiving Party must deliver a written notice in this regard to the Delivering Party (the “Notice of Disagreement”). The Notice of Disagreement shall explain, in reasonable detail, the reasons why the Receiving Party disagrees, the items involved in such disagreement and the amounts supporting and proving such disagreement and the determination of the Total Value of the Companies at the Closing Date that the Receiving Party considers correct. If the Receiving Party fails to deliver the Notice of Disagreement to the Delivering Party before the end of the Review Period or delivers to the Delivering Party a notice indicating its agreement with the Initial Adjustment Determination, the Initial Adjustment Determination prepared by the Delivering Party shall be deemed final and binding on the Parties and shall reflect be used to calculate the adjustments provided for Final Purchase Price. (f) If applicable, during the period of thirty (30) calendar days counted from the delivery of the Notice of Disagreement (the “Consultation Period”), the Sellers and the Buyers shall attempt to resolve in Exhibit 1good faith all differences they have on the matters described in the Notice of Disagreement. (g) In the event that after the end of the Consultation Period, the Sellers and the Buyers would not have reached an agreement with respect to the matters described in the Notice of Disagreement, the Sellers or the Buyers shall have the right to submit solely and exclusively the disputed issues or items of the Notice of Disagreement to Salles Sainz Xxxxx Xxxxxxxx S.C. or if the latter is not available or would not like to participate, Xxxxxxx & Marsal Mexico, S.C., (and if both Salles Xxxxx Xxxxx Xxxxxxxx S.C., and Xxxxxxx & Marsal Mexico, S.C., were not available or would not like to participate, any other reputable international accounting firm chosen by the Sellers or the Buyers in writing, (the “Independent Accountants Firm”) having to deliver to said Independent Accountants Firm, upon submitting the dispute to them, copies of the Initial Adjustment Determination and the Notice of Disagreement. The Parties must instruct the Independent Accountants Firm so that within 30 (thirty) calendar days following their appointment, they evaluate each controversial item of the Initial Adjustment Determination and determine the correct amounts with respect to each of them. The determination made by the Independent Accountants Firm shall set forth be mandatory for the Parties. The Independent Accountants Firm may not take into account any matter not contained in reasonable detail the Initial Adjustment Determination, in the Notice of Disagreement, in the Annexes and Appendices of this Contract, or in the Accounting Standards. The Sellers and the Buyers must deliver to the other Party a copy of all documents that are provided to the Independent Accountants Firm in terms of this Section 4.03(g), at the same time as they are delivered to said Independent Accountants Firm, which in any case must be delivered no later than within 5 (five) calendar days following their appointment and acceptance. During the determination period, the Independent Accountants Firm must also determine, based on all the items not disputed by the Parties and the items determined by the Independent Accountants Firm, the Final Purchase Price, which will be final and mandatory for the Parties. The Parties acknowledge that the Independent Accountants Firm will act in accordance with the processes that are permitted in accordance with the Applicable Law and its regulations and business practices; on the understanding that, in the event that the Independent Accountants Firm cannot perform any function precisely in the terms described above, the Parties agree that such functions shall be performed in accordance with the aforementioned processes that most closely resemble the functions described above. The final and mandatory determination of the Final Purchase Price, made in terms of this Section 4.03(g), whether it is determined by mutual agreement by the Parties or by the Independent Accountants Firm, shall be referred to as the “Final Adjustment Determination”. Without limiting the general aspects of the foregoing, and for purposes of clarity, the Independent Accountants Firm shall not be authorized to determine whether the Sellers’ statements contained in Sections 2.01(h), 2.01(i) and 2.01(x) are true. (h) The fees of the Independent Accountants Firm shall be divided equally by the number of disputed items contained in the Notice of Disagreement, on the understanding that a portion of the fees assigned to each item shall be covered by the Party whose calculation differs more from the determination of the amount of said item made by the Independent Accountants Firm in terms of Section 4.03(g). In the event that it is not possible to determine the calculation of a certain item that differs more than the Estimated Closing Tangible NAV determination of said item made by the Independent Accountants Firm, the fees of the Independent Accountants Firm corresponding to said item will be covered in equal shares by the Sellers and the Buyers. During the review of the Independent Accountants Firm, the Buyers, the Sellers, the Companies and their respective accountants, will allow the Independent Accountants Firm to interview the necessary Persons, and make available to it the information, the books and records and working documents as are reasonably requested by the Independent Accountants Firm to perform its obligations under Section 4.03(g); on the understanding, however, that the accountants of the Buyers, the Sellers and the Companies shall not be obliged to deliver any working documents to the Independent Accountants Firm except in accordance with the disclosure processes of such accountants and after the Independent Accountants Firm enters into an agreement in relation to access to such working documents, acceptable to such accountants. (i) In the event that the Final Adjustment Determination establishes that the Final Purchase Price is greater than the Estimated Purchase Price, and (2) a certificate of Seller certifying that the Estimated Closing Balance Sheet has been prepared in accordance with this Agreement. (b) As soon as practicable, but in no event more than 60 days following Buyers shall pay the Closing Date, Purchaser shall prepare, or cause to be prepared, and deliver, or cause to be delivered to Seller, (1) the Closing Balance Sheet, which shall be prepared in the same manner as the Reference Balance Sheet in accordance with the Bank Accounting Principles and with the adjustments provided for in Exhibit 1), and which shall set forth in reasonable detail the calculation of the Closing Tangible NAV, and (2) a certificate of Purchaser certifying that the Closing Balance Sheet has been prepared in accordance with this Agreement. (c) Seller shall, within 45 days after the delivery by Purchaser to Seller of the Closing Balance Sheet, complete its review of the Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties on the 45th day following delivery thereof, unless Seller determines that the Closing Balance Sheet has not been prepared on the basis set forth in this Agreement, that as a result the Closing Tangible NAV is in error by an amount greater than $50,000, and gives written notice of its disagreement with the Closing Balance Sheet (the “Seller’s Objection”) to Purchaser prior to such date. The Seller’s Objection shall (1) specify in reasonable detail the nature of each disagreement so asserted, (2) only include disagreements based on the Closing Tangible NAV set forth in the Closing Balance Sheet not being calculated, or the Closing Balance Sheet not being prepared, in each case in accordance with this Agreement, and (3) specify what Seller reasonably believes is the correct Closing Tangible NAV based on the disagreements set forth in such Seller’s Objection. If Seller delivers a Seller’s Objection, then the Closing Balance Sheet and the Closing Tangible NAV (as revised or adjusted in accordance with this sentence) shall become final and binding upon Purchaser and Seller on the earlier of (A) the date Purchaser and Seller resolve in writing any differences they have with respect to the matters specified in the Seller’s Objection and (B) the date any disputed matters are finally resolved in writing in accordance with the procedures specified in this Agreement. During the 30-day period following the delivery of the Seller’s Objection, Purchaser and Seller shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Seller’s Objection. Purchaser and its accountants shall, and shall cause the Bank or its successor to, and Seller and its accountants shall, promptly provide the other party and its accountants and representatives full access to all personnel, books and records, data and financial statements and any other information, including work papers of its accountants, reasonably requested by the other party to the extent necessary for such party to review the Closing Balance Sheet or to prepare Seller’s Objection (in the case of Seller) or to review the Seller’s Objection (in the case of Purchaser); provided that such party and its accountants and representatives have executed all release letters reasonably requested by the other party’s accountants in connection therewith. (d) If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the Closing Balance Sheet and Closing Tangible NAV within the 30-day period after delivery of the Seller’s Objection, they shall refer their remaining differences to an internationally recognized firm of independent certified U.S. public accountants as to which Seller and Purchaser mutually agree (the “CPA Firm”), who shall, limiting their review to matters properly included in the Seller’s Objection and acting as experts and not as arbitrators, determine, on the basis of the standard set forth in Section 2.03(b) hereof, the Closing Balance Sheet and Closing Tangible NAV. The parties shall instruct the CPA Firm to deliver the Closing Balance Sheet to Purchaser and Seller no later than 20 Business Days after the remaining differences underlying Seller’s Objection are referred to the CPA Firm. In making such determination regarding the applicable dispute, the CPA Firm shall select, with respect to each item in dispute, an amount between or equal to Purchaser’s position set forth in the Closing Balance Sheet and Seller’s position as set forth in the Seller’s Objection. The CPA Firm’s determination shall include a certification that it determined the Closing Balance Sheet in accordance with this Section 2.03(d) and shall be conclusive and binding upon Purchaser and Seller, absent clear and manifest error and subject to the following sentence. The fees and disbursements of the CPA Firm shall be paid by Purchaser or Seller in proportion to those matters submitted to the CPA Firm that are resolved against that party, as such fees and disbursements are allocated by the CPA Firm in accordance with this Section 2.03 at the time of the CPA Firm’s determination. The fees and expenses of Seller’s accountants and representatives, incurred in connection with their review of the Closing Balance Sheet and, if applicable, the Seller’s Objection shall be borne by Seller, and the fees and expenses of Purchaser’s accountants and representatives, incurred in connection with their review of the Closing Balance Sheet and, if applicable, the Seller’s Objection shall be borne by Purchaser. Purchaser and its accountants and Seller and its accountants shall (and Purchaser shall cause the Bank or its successor to) make available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective accountants) relating to the Estimated Closing Balance Sheet, Seller’s Objection and the Closing Balance Sheet and all other items reasonably requested by the CPA Firm. For the purpose of the final determination of the Closing Balance Sheet, no change shall be made with respect to the accounting records of the Bank on which the Estimated Closing Balance Sheet or Closing Balance Sheet is to be based that would prevent, obstruct or otherwise affect the procedures set forth in this Section 2.03. (e) If the Closing Tangible NAV exceeds the Estimated Closing Tangible NAV, Purchaser shall make an adjustment payment to Seller in Sellers an amount equal to such excessthe difference. If In the Closing Tangible NAV event that the Final Adjustment Determination establishes that the Final Purchase Price is less than the Estimated Closing Tangible NAVPurchase Price, Seller the Sellers shall make an adjustment payment to Purchaser in pay the Buyers an amount equal to such the difference. Any payment pursuant that must be made in terms of the foregoing must be made within 10 (ten) Business Days following the Final Adjustment Determination, in immediately available funds, in the accounts that the corresponding Party notifies the other Party in writing. (j) Any payment to this Section 2.03(ebe made by the Buyers under the terms of subsection (i) above shall be deemed an increase in the Final Purchase Price, provided that any payment to be made together with interest on by the amount Sellers under the terms of such payment at subsection shall be deemed a reduction in the Applicable Rate calculated on Final Purchase Price. The Buyers must carry out any corporate act (including adjustments to corporate resolutions previously adopted in the basis of a 360-day year for Companies) that is necessary to give effect to any adjustment made in the actual number of days elapsedprevious terms, accrued from and must deliver to the Closing Date untilSellers, but not includingin the case requested, the date of payment. Within five days following determination evidence of the Closing Tangible NAV, any payment payable pursuant to this Section 2.03(e) shall be paid by wire transfer of immediately available funds to a bank account or accounts designated by Purchaser or Seller, as the case may be, at least two Business Days prior to the expiration of such five day period. Any payment made pursuant to this Section 2.03 shall be treated for all tax purposes as adjustments to the Purchase Priceforegoing.