Common use of Inventory Adjustment Clause in Contracts

Inventory Adjustment. (a) Within 90 days following the Closing Date, Acquiror will prepare and deliver to Seller a statement setting forth Acquiror’s calculation of the value of the Rochas Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter (the “Closing Statement”). The Closing Statement will be prepared in a manner and format consistent with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. (b) For a period of 30 days after delivery of the Closing Statement, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim.

Inventory Adjustment. (a) Within 90 days following On the Closing Date, Acquiror Seller will commence, and use its commercially reasonable efforts to promptly complete on the Closing Date, a physical count of the Inventory and, based on such physical count, will prepare and deliver to Seller a statement setting forth Acquiror’s calculation of the value of the Rochas InventoryPurchaser, as determined pursuant to Section 1.09 of the Seller Disclosure Letter (the “Closing Statement”). The Closing Statement will be prepared in a manner and format consistent with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. (b) For within a period of 30 days after delivery the Closing Date, an inventory report (by part number, quantity and value) setting forth the aggregate value of the Inventory net of any required inventory reserves (the “Closing Inventory Report”), such value to be determined using the accounting principles set forth on Schedule 2.4 hereof. Purchaser may (at its own expense) have its own independent certified public accountants or internal auditors and quality personnel observe Seller’s conduct of the physical count of the Inventory. (b) Following receipt of the Closing StatementInventory Report, Acquiror Purchaser will provide Seller with reasonable access have a period of 30 days to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare review the Closing Statement and not already Inventory Report. At or before the end of this review period, Purchaser will either (i) accept the Closing Inventory Report in its entirety, in which case the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery aggregate value of the Closing Statement Inventory net of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period required inventory reserves will be deemed to have been accepted be as set forth in the Closing Inventory Report, or (ii) deliver to Seller a reasonably detailed notice setting forth those items in the Closing Inventory Report that Purchaser disputes (the “Disputed Items”), in which case the aggregate value of the Inventory net of any required inventory reserves not affected by Seller, without reservations, and Disputed Items will be final and binding on deemed to be as set forth in the PartiesClosing Inventory Report. In Within a further period of 30 days from the event a Seller Objection is sent to Acquirorend of Purchaser’s review period, Acquiror and Seller shall the parties will attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve in good faith any of their disputes with respect Disputed Items. Failing such resolution, any unresolved Disputed Items will be referred for final binding resolution to the Closing Statement within 30 days following Acquiror’s receipt Phoenix, Arizona office of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror PricewaterhouseCoopers LLP (the “Accounting Firm”) who ). The aggregate value of Inventory net of any required inventory reserves affected by any unresolved Disputed Items will act be deemed, in each case, to be as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice determined by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to in accordance with the ICC Expert Rulesaccounting principles set forth on Schedule 2.4 hereof within 30 days of such referral. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by decision of the Parties as to each such disputed item. The Accounting Firm will act as an expert be non-appealable and not an arbitrator incontestable by Seller or Purchaser and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties be subject to collateral attack for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectivelyreason. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will Firm shall be borne shared equally by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting FirmPurchaser. (ec) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary hereinin this Section 2.4, the value of the Products at Progistix in the Closing Inventory Report will be based on Progistix’s most recent virtual inventory of the Products, a copy of which shall be attached to the Closing Inventory Report (the “Virtual Inventory”). Following Purchaser’s receipt of the Closing Inventory Report, either party (at its own expense) shall have the right to confirm the Virtual Inventory by notifying the other party of its intention to do so within 30 days of receipt of the Closing Inventory Report. Seller shall use its commercially reasonable efforts to assist Purchaser in confirming such Virtual Inventory to the extent that Purchaser requires the cooperation of Progistix to do so, including assisting Purchaser and its representatives in auditing or otherwise examining the Virtual Inventory system of Progistix and permitting Purchaser and its representatives to observe any physical inventory count that occurs between the date hereof and the date of the final Closing Inventory Report. If the confirming party disputes the Virtual Inventory (the “Disputing Party”), then within a further period of 30 days from receipt of the Disputing Party’s notice, the parties will attempt to resolve the dispute in good faith. Failing such resolution, the Virtual Inventory will be referred for final binding resolution to the Accounting Firm. The aggregate value of the Virtual Inventory will be deemed to be as determined by determination the Accounting Firm in accordance with the accounting principles set forth on Schedule 2.4 hereof within the later of 30 days of (x) such referral or (y) the earliest time at which the Accounting Firm is granted access to Progistix to determine the value of the Inventory at Progistix. The decision of the Accounting Firm, in no event Firm will be non-appealable and incontestable by Seller or Purchaser and will not be subject to collateral attack for any reason. The fees and expenses of the Final Inventory Amount Accounting Firm shall be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amountshared equally by Seller and Purchaser. (fd) The If the aggregate value of the Inventory (including the Virtual Inventory) net of any required inventory reserves is finally determined to be less than the Estimated Closing Rochas Inventory Payment payable pursuant Value, then, promptly (and in any event within two Business Days) after Purchaser’s acceptance of the Closing Inventory Report in its entirety or the resolution of all unresolved Disputed Items, Seller will pay the amount of such difference to this Section 1.10(f) will be paid Purchaser by wire transfer of immediately available funds to a bank an account or accounts designated in writing by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus the Estimated Inventory AmountPurchaser. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute aggregate value of the Inventory (including the Virtual Inventory) net of any required inventory reserves is finally determined to be greater than the Estimated Closing Rochas Inventory Payment. Value, then, promptly (gand in any event within two Business Days) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from after Purchaser’s acceptance of the Closing Date to Inventory Report in its entirety or the date resolution of all unresolved Disputed Items, Purchaser will pay the amount of such payment, calculated on the basis difference to Seller by wire transfer of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to an account designated in writing by Seller; provided, however, that, in no event shall the bank accounts designated aggregate value of the Inventory net of any required inventory reserves, as finally determined, exceed $50,000,000. To the extent the aggregate value of such Inventory net of any required inventory reserves exceeds $50,000,000, the excess shall be retained by Acquiror or Seller (as applicable)or, and such payments will be made if already delivered to Acquiror or Purchaser, promptly returned to Seller at Seller’s expense) and Seller may dispose of this excess (as applicableand any Inventory included in the inventory reserve that is retained by Seller) without any setoff, deduction or counterclaimin the ordinary course of business notwithstanding anything to the contrary contained in Section 5.9 hereof.

Inventory Adjustment. (a) Within 90 No later than three (3) days following before the Closing DateClosing, Acquiror will prepare and deliver Seller shall provide to Seller Purchaser a statement calculated in accordance with the accounting methods and procedures set forth on Disclosure Schedule 2.2(a) (the “Estimated Inventory Statement”) setting forth AcquirorSeller’s good faith calculation of the value of the Rochas Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter estimated Inventory Amount (the “Closing StatementEstimated Inventory Amount”). The Closing Statement will be prepared in a manner and format consistent ) together with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10detailed supporting calculations demonstrating each component thereof. (b) For a period of 30 No later than thirty (30) days after delivery of the Closing StatementDate, Acquiror will provide Seller Purchaser (with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control assistance of Seller to the extent reasonably related requested by Purchaser) shall prepare and deliver to 155815138v19 Seller a statement calculated in accordance with the determinations contemplated by this Section 1.10. The accounting methods and procedures set forth on Disclosure Schedule 2.2(a) setting forth Purchaser’s calculation of the Inventory Amount (the “Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery Inventory Amount”) as of the Closing Statement together with reasonably detailed supporting calculations demonstrating each component thereof. (c) If Seller disagrees with Purchaser’s calculation of any good faith objection thereto the Closing Inventory Amount, Seller may, within thirty (30) days after receipt of such statement (the “Seller ObjectionObjection Period”), deliver to Purchaser a notice disagreeing therewith and setting forth Seller’s objections (the “Objection Notice”). Any Seller The Objection will set forth a description Notice shall specify in reasonable detail of those items or amounts as to which Seller disagrees, the basis of such disagreement and, if the Seller Objection and the specific adjustments disagreement relates to the values reflected in calculation of amounts, Seller’s calculation of such amounts. If the Closing Statement prepared Objection Notice is not timely received by Acquiror which Purchaser within the Objection Period, Seller believes should be made. Any items not disputed during the foregoing 30-day period will shall be deemed to have been accepted by Seller, without reservationsagree in all respects with Purchaser’s calculation of the Closing Inventory Amount, and will such calculation shall be final and binding on the Parties and shall be deemed the “Final Inventory Amount.” If an Objection Notice is timely received by Purchaser within the Objection Period, Purchaser and Seller shall, during the thirty (30) days following Purchaser’s receipt of such notice, use their good faith, reasonable efforts to reach an agreement on the disputed items. If such an agreement is reached, the calculation as so agreed shall be final and binding on the Parties. In the event a If Purchaser and Seller Objection is sent are unable to Acquirorreach such an agreement, Acquiror Purchaser and Seller shall attempt jointly retain a mutually acceptable independent accounting firm that has not provided services to reach an Agreement on or represented either Purchaser or Seller or any of their respective affiliates during the specific adjustments raised by Seller. previous five (c5) If Seller and Acquiror are unable years (the “Accountant”) to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b)remaining disagreements (it being understood that in making such calculation, the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert Accountant shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act functioning as an expert and not as an arbitrator arbitrator). Purchaser and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties Seller shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting FirmAccountant, a reasonable engagement letter, including customary indemnification protections provisions in favor of the Accountant. Purchaser and Seller shall direct the Accountant to render a determination in writing as promptly as practicable and in any event within thirty (30) days after its retention and the Parties shall cooperate with the Accountant during its engagement and make available the records and workpapers necessary for the Accounting Firmits review. The Accounting Firm will comply Accountant shall consider only those items and amounts set forth in the Objection Notice that Purchaser and Seller have been unable to resolve, and the Accountant shall review only the records and workpapers submitted and base its determination solely on such submissions and the related computational materials. In resolving any disputed item, the Accountant may not assign a value to any item greater than the greatest value of such item claimed by Purchaser or Seller or less than the smallest value for such item claimed by Purchaser or Seller. The Accountant’s determination shall be based on and calculated in accordance with the accounting methods and procedures set forth on Disclosure Schedule 2.2(a). The determination of the Accountant shall be conclusive and binding upon the Parties (absent fraud or manifest error) and enforceable by any arbitral decision rendered court of competent jurisdiction. The calculation as finally determined pursuant to this Section 10.04 with respect to 2.2(c) shall be deemed the interpretation or application of the present AgreementFinal Inventory Amount. (d) The Parties will use their reasonable best efforts to cause Purchaser, on the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firmone hand, and to offer Seller, on the Parties other hand, shall each bear a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation percentage of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror Accountant in the inverse proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld Accountant determines such Party is correct in the final report its calculation of the Accounting FirmFinal Inventory Amount. For example, if the Accountant determines that Purchaser is 75% correct in its calculation of the Final Inventory Amount, Seller shall bear 75% of the Accountant’s fees and expenses. Purchaser and Seller shall each bear 100% of their own related expenses. (e) The Closing Statement will become final, binding and not appealable by If the Parties except in Estimated Inventory Amount exceeds the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything , Seller shall pay to Purchaser, in the manner as provided in this Section 2.2(e), only the amount of such excess as an adjustment to the contrary herein, including by determination of the Accounting Firm, in no event will Purchase Price. If the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, exceeds the Estimated Inventory Amount. (f) The Closing Rochas , Purchaser shall pay to Seller, in the manner as provided in this Section 2.2(e), only the amount of such excess as an adjustment to the Purchase Price. If the Estimated Inventory Payment payable Amount equals the Final Inventory Amount, no payment shall be due by 155815138v19 either Party. Any payment due pursuant to this Section 1.10(f2.2(e), shall be made within five (5) will be paid days after the Final Inventory Amount has been finally determined, by wire transfer by Purchaser or Seller, as the case may be, of immediately available funds to a bank the account or accounts designated by Seller or Acquirorof the other Party, as applicable. The “Closing Rochas Inventory Payment” will may be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Paymentdesignated in writing by such other Party. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim.

Inventory Adjustment. (ai) Within 90 days On or promptly following the Closing -------------------- Date (unless otherwise agreed to by the parties), ComEd shall cause a physical inventory to be made of the quantities of fuels and Spare Parts located at the Transferred Real Property or at locations off-site to the extent such fuels and Spare Parts have ordinarily been allocated to the operation or maintenance of the generation business at the Transferred Real Property. Purchaser may have its representatives observe the taking of such physical inventory. Purchaser hereby agrees that ComEd and its employees, agents, representatives and contractors shall have the right and license to enter the Facilities after the Closing, from time to time upon reasonable advance notice, for the purpose of conducting such physical inventory and other purposes incidental thereto. The right and license granted by Purchaser to ComEd pursuant to the immediately preceding sentence shall be irrevocable, but shall automatically expire on the Determination Date. Promptly after the Closing Date, Acquiror will and in any event within sixty days thereof, ComEd shall prepare and deliver forward to Seller Purchaser, (1) a statement setting forth Acquiror’s calculation valuation of such physical inventory of such fuels located at the value of the Rochas InventoryTransferred Real Property, as determined pursuant to Section 1.09 of the Seller Disclosure Letter (the “Closing Statement”). The Closing Statement will be prepared in a manner and format consistent together with the accounting policiesnatural gas inventory allocated to the Facilities, procedures any coal in transit and the handling expenses associated with the foregoing (collectively, the "FUELS INVENTORY"), using the principles used to determine the Estimated Closing Statement as and --------------- methods set forth in Section 1.09 Schedule 2.6(b) (Inventory Valuation Methodologies) and (2) --------------- a valuation of such physical inventory of the Seller Disclosure Letter. Upon Spare Parts located at the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours Transferred Real Property or at ComEd's central warehouse location to the books and records, any other information, and any employees of Seller extent such have ordinarily been allocated to the operation or any other member maintenance of the Seller Groupgeneration business at the Transferred Real Property, that Seller determines is reasonably necessary for Acquiror to prepare together with any handling expenses associated with the Closing Statementforegoing (the "OTHER INVENTORIES"), to respond to any Seller Objection using the ----------------- principles and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10methods set forth in Schedule 2.6(b) (Inventory Valuation --------------- Methodologies). (bii) For a period Purchaser shall have thirty days from its receipt of 30 days after delivery of the Closing Statement, Acquiror will provide Seller with reasonable access such valuation to all books, records, work papers, personnel and other materials and sources used raise in writing by Acquiror notice to prepare the Closing Statement and not already in the possession or under the control of Seller ComEd any objections it has to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror inclusion or exclusion of items in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement or from such valuations or that such valuations were not prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration requirements of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”)this Section. The Parties agree that the findings of the expert Any objection so raised shall be contractually binding upon them. In this respectreferred to, either party may refer the remaining disputed items and resolved by, representatives of Purchaser and ComEd or, if a Party fails to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules appoint a representative for such purpose within ten days or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet representatives fail to agree on a replacement. With respect to any item or resolution within ten days after the Closing Statement for which a determination is to be made by expiration of the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items thirty day period referenced in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participateimmediately preceding sentence, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it an independent accountant selected by the Parties subject (who shall be provided with the Parties' respective positions and access to the terms relevant records and instructed to issue a decision within thirty days of this Agreementhis or her selection). Each Party agrees to execute, if requested The resolution by the Accounting Firmindependent accountant shall be final, a reasonable engagement letter, including customary indemnification protections for conclusive and binding upon the Accounting FirmParties. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will independent accountant shall be borne one-half by Seller Purchaser and Acquiror in the proportion determined one-half by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting FirmComEd. (eiii) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of term "CLOSING DATE INVENTORY AMOUNT" means (i1) if Purchaser ----------------------------- has no Seller Objection has been givenobjections as aforesaid or fails to object to the valuation in writing to ComEd within the required thirty-day period, the expiration aggregate valuation of the period within which Seller must make its objection pursuant to Section 1.10(b)Fuels Inventory and the Other Inventories as determined by ComEd, or (2) if Purchaser objects as and when provided in subparagraph (ii) above, such aggregate valuation as adjusted to reflect the agreement resolution of any such objections as provided in writing by Seller subparagraph (ii) above and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) term "DETERMINATION DATE" means ------------------ the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Date Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amountis so determined. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim.

Inventory Adjustment. (ai) Within 90 days following Before the Closing, Seller shall prepare and deliver to Buyer a statement (the “Perpetual Inventory Statement”) setting forth the type, value (net of a reserve of $850,000, which reserve shall be reflected thereon) and location, as of the close of business on the day immediately preceding the Closing Date, Acquiror will of the inventory of the Company and the Subsidiaries, which statement shall be derived from the perpetual inventory records maintained by the Company and the Subsidiaries in the ordinary course of business consistent with past practices. The value of the inventory on the Perpetual Inventory Statement shall be determined in accordance with GAAP (as defined herein) on a basis consistent with the audited Statement of Net Assets of the Company and the Subsidiaries Expected to be Sold as of March 2, 2002, including the notes thereto. Seller shall also prepare and deliver to Buyer a reconciliation between the perpetual inventory records maintained by the Company and the general ledger as of the date of the Perpetual Inventory Statement. (ii) Seller shall take, and Buyer shall have the right to observe, a physical count of the inventory of the Company and the Subsidiaries at each of 10 warehouses of the Company and the Subsidiaries selected by Buyer (the foregoing inventory being referred to as the “Sample Inventory”), which physical counts of the Sample Inventory shall be completed during the weekend preceding the Closing Date, if and to the extent practicable or, to the extent not completed during such weekend, during the first weekend immediately following the Closing Date (the date on which the last such physical count shall have been completed being referred to as the “Completion Date”). Such physical counts shall consist solely of a count by type of the inventory at each such warehouse, without regard to the quality, age, condition or any other criterion with respect to such inventory. Buyer shall select the warehouses referred to above by written notice to Seller no less than 10 business days prior to the date of each applicable physical count. On the date of each physical count with respect to each location referred to above, Seller (if such physical count occurs prior to Closing) or Buyer (if such physical count occurs after Closing), as applicable, shall prepare and deliver to the other party a statement (each, a “Reference Inventory Statement”) setting forth Acquiror’s calculation the type, count and value (determined in accordance with Section 2(c)(i)) of the value applicable Sample Inventory at such location as of such date, which statement shall be based solely on the perpetual inventory records maintained by the Company and the Subsidiaries in the ordinary course of business consistent with past practices and shall not be adjusted to reflect the results of the Rochas Inventory, physical inventories. From and after the Closing Date through the date on which the Physical Inventory Statement (as determined defined below) becomes final and binding pursuant to Section 1.09 2(c)(v) hereof, Buyer shall cause the Company and the Subsidiaries to maintain their perpetual inventory records in a manner consistent with their past practices in the ordinary course of business. Within seven days following the Completion Date, Seller Disclosure Letter shall prepare a statement (the “Closing Physical Inventory Statement”) setting forth the type, count, value (determined in accordance with Section 2(c)(i). The Closing Statement will be prepared in a manner ) and format consistent with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 location of the Sample Inventory as of the dates of the physical counts thereof, which statement shall be derived from such physical counts and shall value the Sample Inventory at the same rates applied in the corresponding Reference Inventory Statements. Buyer shall provide Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants accountants, upon reasonable notice, such access during normal business hours to the books and records, to any other information, including working papers of Buyer’s accountants, and to any employees of Buyer and its affiliates, in each case as may be reasonably necessary for Seller to take such physical counts, prepare the Physical Inventory Statement, respond to the Buyer’s Inventory Objection (as defined in Section 2(c)(iii)) and prepare materials for presentation to the Arbitrator in connection with the matters contemplated by Section 2(c)(iv). Buyer shall also provide or cause to be provided to Seller and its designees such access as such persons may reasonably request to all facilities at which inventory of the Company and the Subsidiaries is located in order to conduct such physical counts. (iii) Buyer shall, within 10 days after the delivery by Seller of the Physical Inventory Statement, complete its review thereof. After delivery of the Physical Inventory Statement, Seller shall provide Buyer and its accountants, upon reasonable notice, such access to the books and records, to any other information, including working papers of Seller’s accountants, and to any employees of Seller or any other member and its affiliates, in each case used in the preparation of the Seller Group, that Seller determines is Physical Inventory Statement or as may otherwise be reasonably necessary for Acquiror Buyer to prepare the Closing Statement, to respond to any Seller Buyer’s Inventory Objection and to prepare materials for presentation to the Accounting Firm Arbitrator in connection with the matters contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. (b) For a period of 30 days after delivery of the Closing Statement, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.102(c)(iv). The Closing Physical Inventory Statement will shall be binding and conclusive upon, and deemed accepted by, Buyer unless Buyer shall have notified Seller unless Seller notifies Acquiror in writing within 30 10 days after delivery to Buyer of the Closing Physical Inventory Statement of any good faith objection thereto (the “Seller Buyer’s Inventory Objection”). Any Seller The Buyer’s Inventory Objection will shall set forth a description in reasonable detail of the basis of the Seller Buyer’s Inventory Objection and the specific adjustments to the values count of Sample Inventory reflected in on the Closing Physical Inventory Statement prepared by Acquiror which Seller that Buyer believes should be made; provided, that the only permissible bases for a Buyer’s Inventory Objection shall be that the count reflected in the Physical Inventory Statement is inaccurate or that the Sample Inventory has not been valued at last cost in accordance with prior practices and GAAP. Any items not disputed during the foregoing 3010-day period will shall be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by SellerBuyer. (civ) If Seller and Acquiror Buyer are unable to resolve any all of their disputes with respect to the Closing Physical Inventory Statement within 30 days following AcquirorSeller’s receipt of the Seller Objection pursuant Buyer’s Inventory Objection, they shall refer their remaining differences to Section 1.10(b)the Arbitrator for decision, the Parties agree to submit the dispute to administered expert proceedings in accordance which decision shall be made consistent with the Rules for principles set forth in this Section 2(c) within 30 days and shall be final and binding on the Administration parties, provided that the Arbitrator’s determination as to any item set forth in the Buyer’s Inventory Objection shall not be more beneficial to Seller than the determination of Expert Proceedings that item by Seller in the Physical Inventory Statement or more beneficial to Buyer than the determination of that item in the Buyer’s Inventory Objection. Any expenses relating to the engagement of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert Arbitrator shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected shared equally by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present AgreementBuyer. (dv) The Parties will use their reasonable best efforts to cause Physical Inventory Statement shall become final and binding on the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error parties upon the earliest of (i) if no Seller Buyer’s Inventory Objection has been given, the expiration of the period within which Seller Buyer must make its objection pursuant to Section 1.10(b)2(c)(iii) hereof, (ii) the agreement in writing by Seller and Acquiror Buyer that the Closing Physical Inventory Statement, together with any modifications thereto agreed to by Seller and AcquirorBuyer, is final, shall be final and binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues Arbitrator shall issue its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b)Physical Inventory Statement. The Closing Physical Inventory Statement, as submitted by Acquiror Seller if no timely Seller Buyer’s Inventory Objection has been given, given or as adjusted pursuant to any agreement between the Parties parties or as finally determined pursuant to the decision of the Accounting FirmArbitrator, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdictionin each case pursuant to this Section 2(c), is herein referred to as the “Final Closing Physical Inventory Statement.” The value ” (vi) Within five business days following issuance of the Rochas Final Physical Inventory Statement, Seller or Buyer, as set forth in applicable, shall pay the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment net adjustment payment payable pursuant to this Section 1.10(f2(c)(vi) will be paid (the “Adjustment Payment”) (if any) and interest thereon by wire transfer of immediately available funds to a bank account or bank accounts designated in writing by Seller or AcquirorBuyer, as applicable. The “Closing Rochas If the aggregate value of Sample Inventory Payment” will be equal to reflected on the Final Physical Inventory Amount minus Statement exceeds the Estimated aggregate value of Sample Inventory Amountreflected on the Reference Inventory Statements, the Adjustment Payment shall be made by Buyer and shall equal the amount of such excess. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute aggregate value of Sample Inventory reflected on the Closing Rochas Reference Inventory Payment. (g) Any amounts owed under Section 1.10(f) Statements exceeds the aggregate value of Sample Inventory reflected on the Final Physical Inventory Statement, the Adjustment Payment shall be made by Seller or Acquiror and shall equal the amount of such excess. The Adjustment Payment (as applicableif any) will be paid, together with shall bear interest on such amount, from the Closing Date to the date of such paymentpayment at the prime commercial lending rate quoted as of the Closing Date by Mxxxxx Guaranty Trust Company of New York, which interest shall be calculated on the basis of a 365-day year and the EURIBOR 1-month lending rate actual number of days elapsed and such interest shall be paid on the Closing Date plus 2.0%, no later than 5 Business Days same date and in the same manner as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaimAdjustment Payment.

Inventory Adjustment. After Closing, Xxxxxx and Xxxxxxxxxxx -------------------- shall cause the Gen-X Companies, in the ordinary course of business, to use reasonable and normal efforts to sell the Inventory reflected on the Closing Date Balance Sheets (athe "Gen-X Closing Inventory") at the highest possible prices. Xxxxxx and Xxxxxxxxxxx shall cause the Gen-X Companies to maintain complete and accurate records of all sales of Inventory by the Gen-X Companies from the Closing Date until 180 days after the Closing Date (the "Inventory Cutoff Date"), which records shall show the date of the sale, the customer to whom the sale was made and the cost and sales price of the Inventory sold. Within 90 195 days following after the Closing Date, Acquiror will prepare Xxxxxx and Xxxxxxxxxxx shall cause the Gen-X Companies to deliver to Seller Global copies of such records, together with a statement setting forth Acquiror’s calculation (the "Statement of Unsold and Other Inventory") as to which of the Gen-X Closing Inventory has not been sold by the Inventory Cutoff Date (the "Unsold Inventory") (including a statement of the net realizable value to which such Unsold Inventory should be written down as of the Inventory Cutoff Date) and which of the Gen-X Closing Inventory was sold at an amount less than the amount at which such Inventory was reflected on the Closing Date Balance Sheets (the "Other Inventory"). Within 30 days after the receipt of the Statement of Unsold and Other Inventory, Global shall notify the Owners of any objections to the Statement of Unsold and Other Inventory. If Global does not notify the Owners of any objections by the end of such 30-day period, then the amounts of Unsold Inventory (including the value thereof) and Other Inventory shall be considered final on the last day of such 30-day period. If Global does notify the Owners of any objections by the end of such 30-day period, and the Owners and Global are unable to resolve their differences within 15 days thereafter, then the disputed amounts of Unsold Inventory (or the value thereof) and Other Inventory shall be submitted to the Arbiter for resolution, with the costs thereof paid 50% by the Owners and 50% by Global, and the Arbiter shall be instructed to deliver a final Statement of Unsold Inventory to the Owners and Global as soon as possible. The "Inventory Adjustment" shall be equal to the sum of (i) the amount, if any, by which the value of the Rochas Inventory, Unsold Inventory as determined pursuant to Section 1.09 of the Seller Disclosure Letter (Inventory Cutoff Date is less than the “Closing Statement”). The Closing Statement will be prepared in a manner and format consistent with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare value at which such Unsold Inventory was reflected the Closing StatementDate Balance Sheets, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. (b) For a period of 30 days after delivery of the Closing Statement, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from amount, if any, by which the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, price at which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable such Other Inventory was sold by the Parties except in Gen-X Companies is less than the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within value at which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Other Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate was reflected on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaimBalance Sheets.

Inventory Adjustment. (a) Within 90 Schedule 2.4(a) is a statement setting forth SELLER’s good faith estimate of the type and value of the Inventory to be transferred to BUYER pursuant to Section 1.4 on the Closing Date (the “Estimated Inventory Statement”). As soon as practicable, and in any event within sixty (60) days following the Closing Date, Acquiror will SELLER shall prepare and deliver to Seller BUYER a statement setting forth Acquiror’s calculation of the type and value of the Rochas Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter Closing Date, that is current, non-obsolete and saleable or useable in the ordinary course. Such statement shall be derived from a physical taking of the Inventory as of the Closing Date. The value of Inventory shall be determined in a manner as described on Schedule 2.4(a) in accordance with GAAP applied consistently with the Financial Information as such relates to the valuation of Inventory (the “Closing Inventory Statement” and together with the Estimated Inventory Statement, the “Statements”). The Closing Statement will be prepared in a manner and format consistent with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will BUYER shall provide to Acquiror SELLER and its accountants access during normal business hours to the books and records, any other information, including working papers of its accountants, and to any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably BUYER necessary for Acquiror SELLER to prepare the Closing Inventory Statement, to respond to BUYER’s Objection (as defined below) and to prepare materials for presentation to the CPA Firm (as defined below) in connection with Section 2.4(c). BUYER and SELLER each shall cooperate with and assist the other party as may be reasonably necessary to carry out the purposes of this Section 2.4. (b) BUYER shall, within thirty (30) days after the delivery by SELLER of the Closing Inventory Statement, complete its review thereof. SELLER shall give BUYER reasonable notice of, and BUYER and its representatives shall have the opportunity to observe, the taking of inventory (which may begin prior to the Closing Date) in connection with the calculation of the Closing Inventory Statement, and BUYER and its representatives also shall have the opportunity to verify the status of the Inventory as current, non-obsolete and saleable or usable in the ordinary course. For a period of thirty (30) days after delivery of the Closing Inventory Statement, and thereafter as reasonably necessary for BUYER to respond to SELLER’s comments on any Seller BUYER’s Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10CPA Firm, and Seller will otherwise cooperate with and assist Acquiror SELLER shall as Acquiror may reasonably request promptly as practicable make available to carry out the purposes of this Section 1.10. (b) For a period of 30 days after delivery of the Closing Statement, Acquiror will provide Seller with reasonable access to BUYER all books, records, work papers, personnel (including their accountants and employees) and other materials and sources used by Acquiror to prepare the Closing Statement and not already SELLER in the possession or under the control of Seller to the extent otherwise reasonably related to the determinations contemplated by this Section 1.10preparation of the Closing Inventory Statement. The Closing Inventory Statement will shall be binding and conclusive upon, and deemed accepted by, Seller BUYER unless Seller notifies Acquiror BUYER shall have notified SELLER in writing within 30 thirty (30) days after delivery of the Closing Inventory Statement of any good faith objection thereto (the “Seller BUYER’s Objection”). Any Seller The BUYER’s Objection will shall set forth a description in reasonable detail of the basis of the Seller BUYER’s Objection and the specific adjustments to the values value of Inventory reflected in on the Closing Inventory Statement prepared by Acquiror which Seller BUYER believes should be made. Any items not disputed during the foregoing thirty (30-) day period will shall be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by SellerBUYER. (c) If Seller SELLER and Acquiror BUYER are unable to resolve any all of their disputes with respect to the Closing Inventory Statement within 30 thirty (30) days following AcquirorSELLER’s receipt of the Seller BUYER’s Objection to such Closing Inventory Statement pursuant to Section 1.10(b2.4(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert they shall be contractually binding upon them. In this respect, either party may refer the their remaining disputed items differences to an internationally recognized firm of independent accounting firm public accountants as to which SELLER and BUYER mutually selected by Seller and Acquiror agree (the “Accounting CPA Firm”) who will act for decision, which decision shall be final and binding on the parties. SELLER and BUYER shall direct the CPA Firm to issue a written report setting forth its determination as an expert pursuant quickly as practicable. Any expenses relating to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one engagement of the Parties proposing an Accounting Firm, the Accounting CPA Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding borne proportionately by BUYER and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business SELLER based on the materials submitted extent to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application which BUYER’s and SELLER’s calculation of the present AgreementClosing Inventory Statement differ from the CPA Firm’s determination. SELLER and BUYER shall each bear the fees of their respective auditors incurred in connection with the determination and review of the Statements. (d) The Parties will use their reasonable best efforts to cause Closing Inventory Statement shall become final and binding on the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error parties upon the earliest of (i) if no Seller BUYER’s Objection has been given, the expiration of the period within which Seller BUYER must make its objection pursuant to Section 1.10(b)2.4(b) hereof, (ii) the agreement in writing by Seller SELLER and Acquiror BUYER that the Closing Inventory Statement, together with any modifications thereto agreed by Seller SELLER and AcquirorBUYER, is final, shall be final and binding and not appealable by the Parties, and (iii) the date on which the Accounting CPA Firm issues shall issue its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b)Inventory Statement. The Closing Inventory Statement, as submitted by Acquiror SELLER if no timely Seller BUYER’s Objection has been given, given or as adjusted pursuant to any agreement between the Parties parties or as finally determined pursuant to the decision of the Accounting CPA Firm, when final, final and binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdictionon all parties, is herein referred to as the “Final Closing Inventory Statement.” The value ” (e) Within ten (10) business days following issuance of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less thanStatement, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment net adjustment payment payable pursuant to this Section 1.10(f2.4(e) will (the “Adjustment Payment”) and interest thereon shall be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller SELLER or AcquirorBUYER, as applicablethe case may be. The “Closing Rochas Inventory Payment” will Adjustment Payment shall be equal to the difference, if any, between (x) the value of Inventory, as reflected on the Final Closing Inventory Amount Statement, minus (y) the value of Inventory, as reflected on the Estimated Inventory AmountStatement. If the Closing Rochas Inventory Payment is The Adjustment Payment, if any, shall be payable by BUYER to SELLER, if positive, then Acquiror will payand by SELLER to BUYER, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Paymentif negative. If the Closing Rochas Inventory The Adjustment Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with shall bear interest on such amount, from the Closing Date to the date of such paymentpayment at the prime rate of JPMorgan Chase & Co. in effect on the Closing Date, which interest shall be calculated on the basis of a 365-day year and the EURIBOR 1-month lending rate actual number of days elapsed and such interest shall be paid on the Closing Date plus 2.0%, no later than 5 Business Days same date and in the same manner as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaimAdjustment Payment.

Inventory Adjustment. (a) Within 90 days Sellers and/or Sellers’ Representatives shall, commencing on the Closing Date, conduct a physical count of the Inventory as of the Closing in accordance with the methodology prescribed by Schedule 1.1(d). Sellers shall use commercially reasonable efforts to cause such physical count of the Inventory to be completed not later than the first (1st) Business Day following the Closing Date, Acquiror will prepare and Buyer may have its Representatives present during such physical count of the Inventory. Within ten (10) Business Days after the date of completion of such physical count of the Inventory, Sellers shall deliver to Buyer a written statement (the “Seller a statement Inventory Statement”) setting forth Acquiror’s calculation Sellers’ determination, together with supporting data and calculations, of the value Inventory Closing Value. Buyer and Parent shall afford Sellers and Sellers’ Representatives such access to the properties, assets and books and records of the Rochas Business and of Buyer and its Affiliates as is necessary, in Sellers’ reasonable judgment, in connection with the physical count of the Inventory, as determined pursuant to Section 1.09 preparation of the Seller Disclosure Letter (the “Closing Statement”). The Closing Inventory Statement will be prepared in a manner pursuant to this Section 3.5(a) and format consistent resolution of any dispute hereunder with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours respect to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Inventory Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10Value. (b) For a period of 30 days Unless on or before the third (3rd) Business Day after delivery Buyer’s receipt of the Closing Seller Inventory Statement, Acquiror will provide Buyer delivers to Sellers notice disputing the Inventory Closing Value set forth in the Seller with Inventory Statement and setting forth in reasonable access detail Buyer’s determination of the Inventory Closing Value and the basis therefor (such notice, the “Buyer Objection Notice”), the Inventory Final Amount shall be the Inventory Closing Value as set forth in the Seller Inventory Statement. (c) If Buyer timely delivers to all booksSellers the Buyer Objection Notice, recordsBuyer and Sellers shall, during the period commencing upon Sellers’ receipt of the Buyer Objection Notice and ending at 5:00 p.m., Central Time, on the fifth (5th) Business Day thereafter (such period, the “Initial Resolution Period”), work papers, personnel in good faith to resolve any and other materials and sources used by Acquiror all disputes with respect to prepare the Inventory Closing Statement and Value; provided that items not already disputed in the possession Buyer Objection Notice shall be deemed not to be in dispute at any time during the Initial Resolution Period or under the control of Seller thereafter. If all disputes with respect to the extent reasonably related to Inventory Closing Value are resolved during the determinations contemplated Initial Resolution Period, the Inventory Final Amount shall be the Inventory Closing Value as agreed upon by this Section 1.10. The Closing Statement will be binding Buyer and conclusive uponSellers during the Initial Resolution Period. (d) If, and deemed accepted byimmediately after the Initial Resolution Period, Seller unless Seller notifies Acquiror in writing within 30 days after delivery any of the items comprising the Inventory Closing Statement of any good faith objection thereto Value remain in dispute, Buyer and Sellers shall promptly engage an independent certified public accounting firm or independent certified appraisal firm (the “Seller ObjectionInventory Arbiter”)) mutually agreed upon by Buyer and Sellers (such agreement not to be unreasonably withheld or delayed by Buyer or Sellers) to decide such items and shall instruct the Inventory Arbiter to render such decision no later than the tenth (10th) Business Day following the date of commencement of such engagement. Any Seller Objection will The Inventory Arbiter shall act as an expert and not as an arbitrator to determine, based solely on the written submissions of Sellers and Buyer, and not by independent investigation, only the specific items under dispute by Sellers, on the one hand, and Buyer, on the other hand. The decision of the Inventory Arbiter shall include a statement of the Inventory Arbiter’s determination of each disputed item and a statement of the Inventory Closing Value reflecting the Inventory Arbiter’s determination of all disputed items, shall be set forth in a description in reasonable detail of the basis of the Seller Objection written report delivered to Sellers and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should Buyer and shall, absent manifest error, be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final conclusive and binding on the Parties. In resolving any disputed item, the event Inventory Arbiter shall be bound by the provisions of this Agreement, including Schedule 1.1(d), and may not assign a Seller Objection is sent value to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on any item greater than the specific adjustments raised greatest value for such item or less than the smallest value for such item claimed by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of either Sellers in the Seller Inventory Statement or Buyer in the Buyer Objection pursuant to Notice, as applicable. If the Inventory Final Amount is not established as provided in Section 1.10(b3.5(b) or Section 3.5(c), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert Inventory Final Amount shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or Inventory Closing Value set forth in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing StatementInventory Arbiter.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim.

Inventory Adjustment. (a) No later than three (3) Business Days prior to the Closing Date, Seller shall provide Buyer with Seller’s good faith estimate of Inventory Value as of the close of business on the Business Day prior to the Closing Date (the “Estimated Inventory”) and the amount, if any, by which the Closing Purchase Price is adjusted in accordance with its definition as a result thereof. (b) Following the Closing Date and in accordance with this Section 2.12, the Closing Purchase Price shall be (i) increased by the amount, if any, by which the Closing Inventory (determined below) exceeds Estimated Inventory or (ii) reduced by the amount, if any, by which Closing Inventory is less than the Estimated Inventory (such increase or reduction in accordance with clauses (i) or (ii) shall be referred to herein as the “Adjustment Amount”). (c) Within 90 sixty (60) days following the Closing Date, Acquiror will prepare Buyer shall prepare, or cause to be prepared, and deliver to Seller a statement setting forth Acquiror’s proposed calculation of the value of the Rochas Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter Closing Inventory (the “Closing Inventory Statement”). The Closing Inventory Statement will be prepared shall become final and binding upon the Parties on the thirtieth (30th) day following receipt thereof by Seller unless Seller gives written notice of its disagreement (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature and amount of any disagreement so asserted (and an alternative amount for each such disputed item) and (ii) shall include a manner and format consistent with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 proposed calculation by Seller of the Seller Disclosure LetterClosing Inventory. Upon the request of AcquirorDuring such thirty (30) day period, Seller will provide to Acquiror and its accountants advisors shall have full reasonable access to the Business’s facilities, working papers and books and records, in each case, relating to the Closing Inventory Statement; provided, however, that any such access or furnishing of such information shall be conducted during normal business hours under the reasonable supervision of Buyer’s agents and in such a manner as not to interfere in any material respect with the books and recordsnormal operations of Buyer; provided, any other information, and any employees of Seller or any other member of the Seller Groupfurther, that Seller determines shall treat all such information as confidential. (d) If a timely Notice of Disagreement is reasonably necessary for Acquiror to prepare received by Buyer, then the Closing Statement, to respond Inventory Statement shall become final and binding upon the Parties on the earlier of (i) the date Buyer and Seller resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement and (ii) the date any matters properly in dispute are finally resolved in writing by the Accounting Firm pursuant to Section 2.12(e). During the thirty (30) days immediately following the delivery of a Notice of Disagreement, Buyer and Seller Objection shall consult in good faith to resolve in writing any differences that they may have with respect to any matter specified in the Notice of Disagreement. (e) At the end of such thirty (30) day consultation period, if Buyer and Seller have not resolved their disputes, Buyer and Seller shall submit any and all matters that remain in dispute to prepare materials for presentation an independent auditing firm of national recognition mutually selected by Buyer and Seller or if they fail to agree on such a firm, then to Xxxxxx & Co. (the “Accounting Firm”). The Accounting Firm shall work to resolve such dispute promptly and, in any event, within thirty (30) days from the date the dispute is submitted to the Accounting Firm. Any item not specifically referred to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. (b) For a period of 30 days after delivery of the Closing Statement, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will for evaluation shall be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In The Accounting Firm shall finalize the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised Closing Inventory by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes selecting with respect to each item in dispute an amount equal to Seller’s position as set forth in the Closing Inventory Statement within 30 days following Acquiroror Buyer’s receipt position as set forth in the Notice of Disagreement or an amount between the two. The Accounting Firm shall act as an arbitrator to determine the Closing Inventory, based solely on presentations by Buyer and Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”and not by independent review). The Parties agree that the findings determination of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected Inventory by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant binding on the Parties. (f) In the event Buyer and Seller submit any matters to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflictedresolution as provided in Section 2.12(e) above, Buyer and Seller shall share responsibility for the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, fees and expenses of the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement.as follows: (di) The Parties will use their reasonable best efforts to cause if the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment resolves all of the Accounting Firm, and remaining objections in favor of Buyer’s position (the Closing Inventory so determined is referred to offer herein as the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d“Low Value”), including then Seller shall be responsible for all of the fees and expenses of the Accounting Firm; (ii) if the Accounting Firm resolves all of the remaining objections in favor of Seller’s position (the Closing Inventory so determined is referred to herein as the “High Value”), will then Buyer shall be borne by Seller responsible for all of the fees and Acquiror in expenses of the proportion determined by Accounting Firm, which will base its decision upon ; and (iii) if the relative extent to which Accounting Firm neither resolves all of the remaining objections in favor of Buyer’s position nor resolves all of the remaining objections in favor of Seller’s position (the Closing Inventory so determined is referred to herein as the “Actual Value”), then Seller shall be responsible for that fraction of the fees and Acquiror’s relative positions regarding expenses of the inventory adjustment are upheld in Accounting Firm equal to (x) the final report difference between the High Value and the Actual Value over (y) the difference between the High Value and the Low Value, and Buyer shall be responsible for the remainder of the fees and expenses of the Accounting Firm. (eg) The If the Adjustment Amount is an increase to the Closing Statement will become finalPurchase Price, binding and not appealable Buyer shall make a payment by the Parties except wire transfer or delivery of immediately available funds in the event of a mathematical error upon the earliest of amount equal to such increase to Seller within ten (i10) if no Seller Objection has been given, the expiration days of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by final determination of the Accounting Firm, in no event will the Final Closing Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid 2.12. If the Adjustment Amount is a decrease to the Closing Purchase Price, Seller shall make a payment by wire transfer or delivery of immediately available funds in the amount of such decrease to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to Buyer within ten (10) days of the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value final determination of the Closing Rochas Inventory Payment. (g) Any amounts owed under pursuant to this Section 1.10(f) by Seller or Acquiror (2.12. The Closing Purchase Price as applicable) will be paidadjusted, together with interest on such amountif at all, from pursuant to this Section 2.12, and the Closing Date to the date of such payment, calculated on the basis assumption of the EURIBOR 1-month lending rate on Assumed Liabilities shall be referred to herein as the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim“Purchase Price.”

Inventory Adjustment. (a) Within 90 days following No later than five (5) Business Days prior to the Closing Date, Acquiror will prepare and Conopco shall deliver to Seller Purchaser a statement (the "Estimated Inventory Statement") setting forth Acquiror’s calculation of the estimated book value of the Rochas Inventory, Purchased Inventory as determined pursuant to Section 1.09 of the Seller Disclosure Letter Closing Date (the “Closing Statement”"Estimated Purchased Inventory"), determined in accordance with the Inventory Principles (as defined in Section 3.2(f)). The Closing Statement will At Closing, the Initial Cash Consideration shall (if required) be prepared in a manner and format consistent with decreased, dollar for dollar, by the accounting policies, procedures and principles used to determine excess of $100,244,000 (the "Base Inventory Amount") over the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10Purchased Inventory. (b) For a period of 30 Within thirty (30) days after delivery the Closing Date, Conopco shall prepare and deliver to Purchaser a statement (the "Inventory Statement") setting forth the book value of the Closing Statement, Acquiror will provide Seller with Purchased Inventory. The parties and their representatives shall verify the Purchased Inventory (which shall utilize the "cycle counting" method or such other reasonable access to all books, records, work papers, personnel method of inventory verification) and other materials Purchaser shall assist Sellers and sources used by Acquiror to prepare their representatives in the Closing preparation of the Inventory Statement and not already in the possession or under the control of Seller shall provide Sellers and their representatives access at all reasonable times to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding personnel, properties, books and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery records of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by SellerBusiness for such purpose. (c) The Inventory Statement shall become final and binding upon the parties on the thirtieth day following delivery thereof unless Purchaser gives written notice of its disagreement with the Inventory Statement (a "Notice of Disagreement") to Conopco prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any such disagreement so asserted and (ii) only include disagreements based on mathematical errors or based on Closing Inventory not being calculated in accordance with the Inventory Principles (as defined below). If Seller a Notice of Disagreement is received by Conopco in a timely manner, the Estimated Inventory Statement shall become final and Acquiror are unable to binding upon Conopco and Purchaser on the earlier of (i) the date Conopco and Purchaser resolve in writing any of their disputes differences they have with respect to the Closing Statement within 30 days matters specified in the Notice of Disagreement and (ii) the date any disputed matters are finally resolved in writing by the Independent Accountants. The date on which such final determination is made (either by mutual agreement of Purchaser and Conopco, or as determined by the Independent Accountants), is hereinafter referred to as the "Inventory Determination Date." (d) During the 15-day period following Acquiror’s receipt delivery of a Notice of Disagreement, Conopco and Purchaser shall seek in good faith to resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement. At the end of such 15-day period, the Independent Accountants shall be retained to resolve all issues that remain in dispute and were properly included in the Notice of Disagreement. Purchaser and Conopco shall furnish, or cause to be furnished, to the Independent Accountants all information the Independent Accountants shall reasonably request for purposes of making this determination. Conopco and Purchaser shall use all reasonable efforts to cause the Independent Accountants to act promptly to resolve the issues in dispute. The Independent Accountants' determination shall be reasoned and in writing and shall be accompanied by a certificate of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings Independent Accountants that they reached their decision in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms provisions of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm3.2. (e) The Closing Statement will become finalIf the Purchased Inventory, binding as finally determined, is less than the Estimated Purchased Inventory, then promptly following the Inventory Determination Date, and not appealable by the Parties except in the any event of a mathematical error upon the earliest of within five (i5) if no Seller Objection has been given, the expiration Business Days of the period within which Seller must make its objection pursuant Inventory Determination Date, Conopco shall pay to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid Purchaser by wire transfer of immediately available funds to a bank an account or accounts designated by Seller or AcquirorPurchaser, as applicable. The “Closing Rochas Inventory Payment” will be equal an adjustment to the Final Purchase Price, the amount by which the Purchased Inventory Amount minus is less than the Estimated Inventory AmountPurchased Inventory. If the Closing Rochas Inventory Payment Inventory, as finally determined, is positivegreater than the Estimated Closing Inventory, then Acquiror will paypromptly following the Inventory Determination Date, and in any event within five (5) Business Days of the Inventory Determination Date, Purchaser shall pay to Conopco (on a Dollar for Dollar basisbehalf of Sellers), by wire transfer of immediately available funds to Seller an account designated by Conopco, as an adjustment to the Purchase Price, the amount by which the Purchased Inventory is greater than the Estimated Purchased Inventory. (f) The Purchased Inventory is to be calculated in accordance with the consistent application of the accounting principles, practices, methods and policies used in calculating the Base Inventory Amount (which represents the book value of Inventory that would have qualified as Purchased Inventory had the Closing Rochas Inventory Payment. If occurred as of the Closing Rochas Inventory Payment is negativeclose of business on September 2, then Seller will pay2000), on a Dollar for Dollar basiswhich principles, to Acquiror practices, methods and policies were used in calculating the absolute book value of the Inventory set forth in the Financial Statements (the "Inventory Principles"), except that the Purchased Inventory shall be calculated using the same foreign exchange rates as those used in calculating the Base Inventory Amount. It is understood and agreed by the parties that (i) the adjustment contemplated by this Section 3.2 is intended to determine the change in Inventory from September 2, 2000 to the Closing Rochas Date resulting only from the operation of the Business and (ii) such change can only be measured if the calculation is done in accordance with the Inventory PaymentPrinciples for both dates. The scope of the disputes to be resolved by the Independent Accountants shall be limited to whether such calculation was done in accordance with the Inventory Principles, and whether there were mathematical errors in the Inventory Statement, and the Independent Accountants are not to make any other determination. To the extent the Base Inventory Amount was based upon errors of fact or mathematical errors or was not calculated in accordance with GAAP, all of the foregoing shall be retained for purposes of calculating Purchased Inventory. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror Following the Closing (as applicable) will up to the Inventory Determination Date), Purchaser shall not take any actions with respect to the accounting books and records of the Business on which the Inventory Statement is to be paid, together based that are not consistent with interest on such amount, the Business's past practices. During the period of time from and after the Closing Date through the Inventory Determination Date, the parties shall afford to each other and any of their representatives retained in connection with any adjustment to the date of such paymentPurchase Price contemplated by this Section 3.2 reasonable access during normal business hours to all the properties, calculated on the basis books, contracts, personnel and records of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds relevant to the bank accounts designated adjustment contemplated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaimthis Section 3.2.

Inventory Adjustment. (ai) Within 90 As promptly as reasonably practicable after the Closing, but no later than sixty-five (65) days following after the Closing Date, Acquiror will prepare Buyer shall cause to be prepared and deliver delivered to Seller a statement (the “Final Closing Statement”) setting forth Acquirorand certifying Buyer’s calculation of the value Inventory Value as of the Rochas InventoryClosing Date, as determined pursuant to Section 1.09 of in accordance the Seller Disclosure Letter procedures set forth in Schedule 2.3(c) (the “Closing StatementFinal Inventory Value”). The Closing Statement will be prepared in a manner and format consistent . (ii) If Seller disagrees with the accounting policies, procedures and principles used to determine the Estimated Closing Statement Buyer’s calculation of Final Inventory Value as set forth in Section 1.09 of on the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Final Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10may, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. within thirty (b30) For a period of 30 days after delivery of the Final Closing Statement, Acquiror will provide Seller with reasonable access deliver a written notice to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of the Closing Statement of any good faith Buyer setting forth Seller’s objection thereto and Seller’s calculation of such amount (such notice, the “Seller ObjectionInventory Objection Notice”). Any Seller Inventory Objection will set forth a description Notice shall specify in reasonable detail of the basis of the Seller Objection and the specific adjustments those items or amounts as to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will disagrees, and Seller shall be deemed to have been accepted by Seller, without reservations, agreed with all other items and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or amounts contained in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Final Closing Statement and the calculation of Final Inventory Value as set forth therein. If Seller does not deliver an Inventory Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations Notice within such thirty (30) day period pursuant to this Agreement Section 2.3(d)(ii), Seller shall be deemed to have agreed with all items and amounts contained in the Final Closing Statement and the most current financial information reasonably available in the Ordinary Course calculation of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting FirmFinal Inventory Value as set forth therein, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory Value as set forth in the Final Closing Statement is shall be conclusive and binding on the “parties hereto. (iii) If Seller timely delivers an Inventory Objection Notice, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the amount of Final Inventory Amount.” Notwithstanding anything Value. If the parties resolve all disputes, the computation of Final Inventory Value, as amended to the contrary herein, including by determination extent necessary to reflect the resolution of the Accounting Firmdispute, in no event will shall be conclusive and binding on the parties hereto. If, despite using such commercially reasonable efforts, the parties do not agree on the Final Inventory Amount Value, Buyer and Seller shall promptly cause Deloitte LLP (or if Deloitte LLP is unable or unwilling to accept such engagement, a mutually acceptable certified public accounting firm or independent certified appraisal firm (the “Independent Accountant”) agreed upon by Seller and Buyer (such agreement not to be more unreasonably withheld, delayed or conditioned by Seller or Buyer)) to decide only those items in dispute and shall instruct the Independent Accountant to render such decision no later than 6% greater than, nor more than 6% less thanthirty (30) days following the date of commencement of such engagement. The Independent Accountant shall act as an expert and not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making such determination, the Estimated Independent Accountant shall consider only those items or amounts in the Final Closing Statement and Buyer’s calculation of Final Inventory AmountValue as to which Seller has disagreed. The decision of the Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Inventory Value reflecting the Independent Accountant’s determination of all disputed items, shall be set forth in a written report delivered to Seller and Buyer and shall be conclusive and binding on the parties hereto. In resolving any disputed item, the Independent Accountant shall be bound by the provisions of this Agreement (including, without limitation Schedule 2.3(c)) and may not assign a value to any item greater than the greatest value for such item or less than the smallest value for such item claimed by either Buyer or Seller, as applicable. (fiv) The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% of the costs would be borne by Seller. (v) Buyer and Seller shall, and shall cause their respective Affiliates and Representatives to, cooperate and assist in the preparation of the Final Closing Rochas Statement and the calculation of Final Inventory Payment payable Value and in the conduct of the review referred to in this Section 2.3(d), including making available, to the extent necessary, books, Records, work papers and personnel. (vi) The Purchase Price will be: (i) adjusted downward by the amount, if any, by which the Inventory Advance exceeds the Final Inventory Value or (ii) adjusted upward by the amount, if any, by which the Final Inventory Value exceeds the Inventory Advance. (vii) Within five (5) Business Days of the date on which the Final Inventory Value becomes final pursuant to this Section 1.10(f2.3(d)(ii) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror2.3(d)(iii), as applicable. The “, (i) if the result of (A) the Final Inventory Value, minus (B) the Inventory Advance, is a positive number, Buyer shall pay, or cause to be paid, to Seller an amount in cash equal to such difference, together with interest thereon from the Closing Rochas Inventory Payment” will be Date at a per annum rate equal to the Final Inventory Amount minus the Estimated Inventory Amount. If 1 Year London InterBank Offered Rate as of the Closing Rochas Inventory Payment Date, or (ii) if such result is positivea negative number, then Acquiror will Seller shall pay, on a Dollar for Dollar basisor cause to be paid, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, Buyer an amount in cash equal to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paidsuch number, together with interest on such amount, thereon from the Closing Date at a per annum rate equal to the date of such payment, calculated on the basis 1 Year London InterBank Offered Rate as of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaimDate.

Inventory Adjustment. (a) Schedule 4.10 is a statement setting forth Parent’s estimate of the type and value of the Business Inventory, in each case to be transferred to RMT Partner pursuant to Section 4.2 on the Closing Date (the “Estimated Adjustment Statement”). Within 90 60 days following the Closing Date, Acquiror will Parent shall prepare and deliver to Seller RMT Partner a statement setting forth Acquiror’s calculation of the type and value of the Rochas Business Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter Closing Date, that in the case of the Business Inventory is current, non-obsolete and saleable or useable in the ordinary course of business. Such statement of Business Inventory shall be derived from a physical taking of the inventory as of the Closing Date. The value of the Business Inventory shall be determined in a manner as described on Schedule 4.10 consistent with the Financial Information to the extent such Financial Information relates to the valuation of the Business Inventory (the “Closing Adjustment Statement” and together with the Estimated Adjustment Statement, the “Adjustment Statements”). The Closing Statement will be prepared in a manner and format consistent Adjustment Statements shall exclude any items for amounts with the accounting policies, procedures and principles used respect to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure LetterTaxes. Upon the reasonable request of AcquirorParent, Seller will RMT Partner shall provide to Acquiror Parent and its accountants access during normal business hours to the books and records, any other information, including working papers of its accountants, and to any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably RMT Partner necessary for Acquiror Parent to prepare the Closing Adjustment Statement, to respond to any Seller the RMT Partner Objection and to prepare materials for presentation to the Accounting Firm contemplated by this in connection with Section 1.10, 4.10 and Seller will RMT Partner shall otherwise cooperate with and assist Acquiror Parent as Acquiror may be reasonably request necessary to carry out the purposes of this Section 1.10.4.10. Table of Contents (b) RMT Partner shall, within 30 days after the delivery by Parent of the Closing Adjustment Statement, complete its review thereof. RMT Partner and its representatives shall have the opportunity to observe the taking of inventory (which may begin prior to the Closing Date) in connection with the calculation of the Closing Adjustment Statement and verify the status of the Business Inventory as current, non-obsolete and saleable or usable in the ordinary course of business. For a period of 30 days after delivery of the Closing Adjustment Statement, Acquiror will provide Seller with reasonable access Parent shall make available to RMT Partner all books, records, work papers, personnel (including their accountants and employees) and other materials and sources used by Acquiror Parent to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10Adjustment Statement. The Closing Adjustment Statement will shall be binding and conclusive upon, and deemed accepted by, Seller RMT Partner unless Seller notifies Acquiror RMT Partner shall have notified Parent in writing within 30 days after delivery of the Closing Adjustment Statement of any good faith objection thereto (the “Seller RMT Partner Objection”). Any Seller RMT Partner Objection will shall set forth a description in reasonable detail of the basis of the Seller RMT Partner Objection and the specific adjustments to the values value of Business Inventory reflected in on the Closing Adjustment Statement prepared by Acquiror which Seller RMT Partner believes should be made. Any items not disputed during the foregoing 30-30 day period will shall be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by SellerRMT Partner. (c) If Seller Parent and Acquiror RMT Partner are unable to resolve any of their disputes with respect to the Closing Adjustment Statement within 30 days following AcquirorParent’s receipt of the Seller RMT Partner Objection to such Closing Adjustment Statement pursuant to Section 1.10(b4.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert they shall be contractually binding upon them. In this respect, either party may refer the their remaining disputed items differences to an internationally recognized firm of independent accounting firm public accountants as to which Parent and RMT Partner mutually selected by Seller and Acquiror agree (the “Accounting Firm”) who will act as an expert pursuant for decision, which decision shall be final and binding on the parties. Any expenses relating to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one engagement of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed itemshared equally by Parent, which written determination will be finalon one hand, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflictedRMT Partner, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other hand. Parent and RMT Partner shall each bear the fees of their respective auditors incurred in connection with a reasonable opportunity to participate, the determination and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application review of the present AgreementAdjustment Statements. (d) The Parties will use their reasonable best efforts to cause Closing Adjustment Statement shall become final and binding on the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error parties upon the earliest of (i) if no Seller RMT Partner Objection has been given, the expiration of the period within which Seller RMT Partner must make its objection pursuant to Section 1.10(b)4.10(b) hereof, (ii) the agreement in writing by Seller Parent and Acquiror RMT Partner that the Closing Adjustment Statement, together with any modifications thereto agreed by Seller Parent and AcquirorRMT Partner, is final, shall be final and binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues shall issue its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b)Adjustment Statement. The Closing Adjustment Statement, as submitted by Acquiror Parent if no timely Seller RMT Partner Objection has been given, as adjusted pursuant to any agreement between the Parties parties or as finally determined pursuant to the decision of the Accounting Firm, when final, final and binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdictionon all parties, is herein referred to as the “Final Closing Adjustment Statement.” The value ” (e) Within ten business days following issuance of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less thanAdjustment Statement, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment net adjustment payment payable pursuant to this Section 1.10(f4.10(e) will (the “Adjustment Payment”) and interest thereon shall be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller Parent or AcquirorRMT Partner, as applicablethe case may be. The “Closing Rochas Inventory Payment” will Adjustment Payment shall be equal to the difference, if any, between (x) the value of Business Inventory, as reflected on the Final Inventory Amount Closing Adjustment Statement, minus (y) the value of Business Inventory, as reflected on the Estimated Inventory AmountAdjustment Statement. If the Closing Rochas Inventory Payment is The Adjustment Payment, if any, shall be payable by RMT Partner to Parent, if positive, then Acquiror will payand by Parent to RMT Partner, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Paymentif negative. If the Closing Rochas Inventory The Adjustment Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with shall bear interest on such amount, from the Closing Date to the date of such paymentpayment at the prime rate (as published in the Wall Street Journal, Northeastern Edition) in effect on the Closing Date, which interest shall be calculated on the basis of a 365-day year and the EURIBOR 1-month lending rate actual number of days elapsed and such interest shall be paid on the Closing Date plus 2.0%, no later than 5 Business Days same date and in the same manner as from the date such Adjustment Payment. Table of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim.Contents

Inventory Adjustment. The Seller shall within 15 days after the Closing Date procure that a statement of the Inventory as existing on the Closing Date (athe "Inventory Statement"), which shall be prepared in accordance with the procedures and valuation rules set forth in Schedule 3 and, to the extent consistent with Schedule 3, applicable Norwegian accounting principles applied in the same manner as has been historically used by Seller As soon as the Inventory Statement shall have been prepared, the Seller shall send a draft copy thereof to the Buyer. Unless the Buyer shall within 15days after receipt of the Inventory Statement give a notice (an "Objection Notice") Within 90 to the Seller that it objects to the Inventory Statement (identifying the reason for any objection and the amount(s) or item(s) in the Inventory Statement which is/are in dispute), the Buyer shall be deemed to have irrevocably approved and agreed to the Inventory Statement in the form of the draft provided by the Seller. If, within the period referred to in paragraph (iii), the Buyer shall give an Objection Notice, then the Seller and the Buyer shall use their reasonable endeavours to reach agreement upon adjustments to the draft Inventory Statement. In the event that the Seller and the Buyer fail to reach agreement within 30 days following the Closing Date, Acquiror will prepare and deliver to Seller a statement setting forth Acquiror’s calculation delivery of the value of the Rochas InventoryObjection Notice, as determined pursuant to Section 1.09 each of the Seller Disclosure Letter (or the “Closing Statement”)Buyer shall be entitled to refer the matter(s) in dispute to PricewaterhouseCoopers. Such independent firm of state authorised auditors shall determine the matter(s) in dispute and their decision shall be final and binding in the absence of manifest error. The Closing independent firm of state authorised auditors may instruct valuers, lawyers and other professional advisers to the extent that they consider necessary to assist them in reaching their determination. The costs of the independent firm of state authorised auditors (including the fees of any professional advisers appointed by them as aforesaid) shall be borne by the Seller and the Buyer equally. If within the period referred to in paragraph (iii) the Buyer shall not have given an Objection Notice or, if such notice is given and the Seller and the Buyer shall subsequently agree the draft Inventory Statement will or the matters in dispute are referred to an independent firm of state authorised auditors under Clause 1 (f) (v), the draft Inventory Statement as adjusted (where applicable) so as to be prepared in a manner and format consistent accordance with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 agreement of the Seller Disclosure Letter. Upon and the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to Buyer or the books and records, any other information, and any employees of Seller or any other member determination of the Seller Groupindependent state authorised auditors, that Seller determines is reasonably necessary shall be the Inventory Statement for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. (b) For a period of 30 days after delivery of the Closing Statement, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel Agreement and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will shall be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firmparties. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim.

Inventory Adjustment. (a) Within 90 days following As soon as practicable after the date hereof, until the Closing or earlier termination of this Agreement pursuant to Article VII, the Seller shall provide the Purchaser access to each site that contains Acquired Inventory in order to facilitate the Purchaser’s review of the Seller’s estimate of the Inventory Value. Three (3) Business Days before the Closing Date, Acquiror will prepare and the Seller shall deliver to the Purchaser a good faith estimate (the “Estimate Statement”) of the Inventory Value. The Estimate Statement shall be prepared in accordance with the accounting protocol described in Schedule 1.05(a). The Seller a statement setting forth Acquiror’s and the Purchaser shall cooperate in good faith and endeavor to resolve any disputes regarding the calculation of the value Estimate Statement; provided, however, that no party shall be entitled to delay the Closing as a result of any such dispute. If the parties agree to any changes to the Estimate Statement, the term “Estimate Statement” as used in this Agreement shall be deemed to reflect such changes. For the avoidance of doubt, if the parties are unable to agree to any changes to the Estimate Statement, the Estimate Statement shall be in the form delivered by the Seller; provided, however, that the estimate of the Rochas Inventory, as determined pursuant Inventory Value set forth on the Estimate Statement shall in no event exceed an amount equal to Section 1.09 110% of the highest of the values of month-end Inventory recorded in the books and records of the Seller Disclosure Letter for any of the twelve (12) months ending prior to the month in which the Closing occurs, which month-end values shall be reasonably evidenced to Purchaser. (b) As promptly as practicable, but no later than sixty (60) calendar days after the Closing Date, the Purchaser shall cause to be prepared and delivered to the Seller a closing statement (the “Closing Statement”) presenting the Purchaser’s good faith calculation of the Inventory Value prepared in accordance with the accounting protocol described in Schedule 1.05(a). The Closing Statement will Purchaser shall be prepared responsible for its own costs in a manner and format consistent with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. (b) For a period of 30 days after delivery preparation of the Closing Statement, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If the Seller and Acquiror are unable to resolve any of their disputes disagrees with respect to the Closing Statement or calculation of any of the items set forth thereon pursuant to Section 1.05(b), then within 30 thirty (30) calendar days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b)Closing Statement, the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration Seller may deliver a written notice of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant disagreement to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only Purchaser specifying those items that are or amounts in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for as to which a determination is the Seller disagrees and the Seller’s calculation of such amounts. The Seller shall be deemed to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each have agreed with all other items and amounts contained in the Closing Statement and the Seller Objection respectively. The Accounting Firm will calculation of such amounts not have any contacts with any Party without providing the other with a reasonable opportunity objected to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreementsuch notice. (d) The Parties will If a notice of disagreement shall be duly delivered pursuant to Section 1.05(c), the Purchaser and the Seller shall, during the thirty (30) calendar days following such delivery, use their commercially reasonable best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amounts of the Inventory Value, which amount shall not be less than the amount thereof shown in the Purchaser’s calculation delivered pursuant to Section 1.05(b) nor more than the amount thereof shown in the Seller’s calculation delivered pursuant to Section 1.05(c). If the parties so resolve all disputes, the computation of the Inventory Value, as amended to the extent necessary to reflect the resolution of the dispute, shall be conclusive and binding on the parties. If during such period the Purchaser and the Seller are unable to reach an agreement, they shall promptly thereafter cause the Accounting Firm Arbiter to (ireview the adjustment process contained in this Agreement and the disputed items or amounts for the purpose of calculating the Inventory Value. In making such calculation, the Accounting Arbiter shall consider only those items or amounts in the Closing Statement and the Seller’s notice described in Section 1.05(c) to send and the actual quantities of the Acquired Inventory, if necessary. The Accounting Arbiter shall deliver to the Parties a draft report setting out its preliminary conclusions within 20 Business Days Purchaser and the Seller, as promptly as practicable (but in any case no later than thirty (30) days from the appointment date of engagement of the Accounting FirmArbiter), and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its such calculation. Such report shall be final calculation of and binding upon the inventory adjustment within 45 Business Days from Purchaser and the date of Seller with no right to appeal the appointment decision of the Accounting FirmArbiter absent manifest error. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will Arbiter shall be borne by the Seller and Acquiror the Purchaser in inverse proportion to the dollar amount of the items in dispute as submitted to the Accounting Arbiter as to which such party prevails in the proportion arbitration, which proportionate allocations shall also be determined by the Accounting Firm, which will base Arbiter at the time it renders its decision upon determination on the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report merits of the matters in dispute. The Accounting FirmArbiter may not award damages, interest or penalties to any party with respect to any matter. (e) The Purchaser and the Seller shall, and shall cause their respective representatives to, cooperate and assist in the preparation of the Estimate Statement, the Closing Statement will become final, binding and not appealable by the Parties except calculation of the Inventory Value and in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration conduct of the period within which review referred to in this Section 1.05, including the making available to the extent necessary of books, records, work papers and personnel and providing the Seller must make reasonable access to the Terminal containing Acquired Inventory to facilitate its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that review of the Closing Statement, together with any modifications thereto agreed by Seller Statement and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory AmountValue. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to If the Final Bettendorf Inventory Amount minus (as defined below) is less than the Estimated Inventory AmountTarget, then the Final Purchase Price (as defined in the Xxxxxxxxx Agreement) shall be increased by the amount of the shortfall in accordance with Section 1.06(g) of the Xxxxxxxxx Agreement. If the Closing Rochas Final Bettendorf Inventory Payment is positivemore than the Inventory Target, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Final Purchase Price (as defined in the Xxxxxxxxx Agreement) shall be reduced by the amount of the excess in accordance with Section 1.06(g) of the Xxxxxxxxx Agreement. “Final Bettendorf Inventory” means the Inventory Value (i) (A) as shown in the Closing Rochas Inventory Payment. If Statement prepared pursuant to Section 1.05(b) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 1.05(c) or (B) if such a notice of disagreement is delivered, (1) as agreed to by the Closing Rochas Inventory Payment is negative, then Purchaser and the Seller will pay, on a Dollar for Dollar basis, pursuant to Acquiror Section 1.05(d) or (2) in the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date absence of such paymentan agreement, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of shown in the Accounting FirmArbiter’s final report in immediately available funds calculation delivered pursuant to the bank accounts designated by Acquiror or Seller (as applicableSection 1.05(d), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim.

Inventory Adjustment. (a) Within 90 days following On the Closing Date, Acquiror Seller will commence, and use its commercially reasonable efforts to promptly complete on the Closing Date, a physical count of the Inventory and, based on such physical count, will prepare and deliver to Seller a statement setting forth Acquiror’s calculation of the value of the Rochas InventoryPurchaser, as determined pursuant to Section 1.09 of the Seller Disclosure Letter (the “Closing Statement”). The Closing Statement will be prepared in a manner and format consistent with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. (b) For within a period of 30 days after delivery the Closing Date, an inventory report (by part number, quantity and value) setting forth the aggregate value of the Inventory net of any required inventory reserves (the "Closing Inventory Report"), such value to be determined using the accounting principles set forth on Schedule 2.4 hereof. Purchaser may (at its own expense) have its own independent certified public accountants or internal auditors and quality personnel observe Seller's conduct of the physical count of the Inventory. (b) Following receipt of the Closing StatementInventory Report, Acquiror Purchaser will provide Seller with reasonable access have a period of 30 days to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare review the Closing Statement and not already Inventory Report. At or before the end of this review period, Purchaser will either (i) accept the Closing Inventory Report in its entirety, in which case the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery aggregate value of the Closing Statement Inventory net of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period required inventory reserves will be deemed to have been accepted be as set forth in the Closing Inventory Report, or (ii) deliver to Seller a reasonably detailed notice setting forth those items in the Closing Inventory Report that Purchaser disputes (the "Disputed Items"), in which case the aggregate value of the Inventory net of any required inventory reserves not affected by Seller, without reservations, and Disputed Items will be final and binding on deemed to be as set forth in the PartiesClosing Inventory Report. In Within a further period of 30 days from the event a Seller Objection is sent to Acquirorend of Purchaser's review period, Acquiror and Seller shall the parties will attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve in good faith any of their disputes with respect Disputed Items. Failing such resolution, any unresolved Disputed Items will be referred for final binding resolution to the Closing Statement within 30 days following Acquiror’s receipt Phoenix, Arizona office of PricewaterhouseCoopers LLP (the Seller Objection pursuant "Accounting Firm"). The aggregate value of Inventory net of any required inventory reserves affected by any unresolved Disputed Items will be deemed, in each case, to Section 1.10(b), be as determined by the Parties agree to submit the dispute to administered expert proceedings Accounting Firm in accordance with the Rules for the Administration accounting principles set forth on Schedule 2.4 hereof within 30 days of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”)such referral. The Parties agree that the findings decision of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall will be selected pursuant non appealable and incontestable by Seller or Purchaser and will not be subject to the ICC Expert Rulescollateral attack for any reason. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will Firm shall be borne shared equally by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting FirmPurchaser. (ec) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary hereinin this Section 2.4, the value of the Products at Progistix in the Closing Inventory Report will be based on Progistix's most recent virtual inventory of the Products, a copy of which shall be attached to the Closing Inventory Report (the "Virtual Inventory"). Following Purchaser's receipt of the Closing Inventory Report, either party (at its own expense) shall have the right to confirm the Virtual Inventory by notifying the other party of its intention to do so within 30 days of receipt of the Closing Inventory Report. Seller shall use its commercially reasonable efforts to assist Purchaser in confirming such Virtual Inventory to the extent that Purchaser requires the cooperation of Progistix to do so, including assisting Purchaser and its representatives in auditing or otherwise examining the Virtual Inventory system of Progistix and permitting Purchaser and its representatives to observe any physical inventory count that occurs between the date hereof and the date of the final Closing Inventory Report. If the confirming party disputes the Virtual Inventory (the "Disputing Party"), then within a further period of 30 days from receipt of the Disputing Party's notice, the parties will attempt to resolve the dispute in good faith. Failing such resolution, the Virtual Inventory will be referred for final binding resolution to the Accounting Firm. The aggregate value of the Virtual Inventory will be deemed to be as determined by determination the Accounting Firm in accordance with the accounting principles set forth on Schedule 2.4 hereof within the later of 30 days of (x) such referral or (y) the earliest time at which the Accounting Firm is granted access to Progistix to determine the value of the Inventory at Progistix. The decision of the Accounting Firm, in no event Firm will be non appealable and incontestable by Seller or Purchaser and will not be subject to collateral attack for any reason. The fees and expenses of the Final Inventory Amount Accounting Firm shall be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amountshared equally by Seller and Purchaser. (fd) The If the aggregate value of the Inventory (including the Virtual Inventory) net of any required inventory reserves is finally determined to be less than the Estimated Closing Rochas Inventory Payment payable pursuant Value, then, promptly (and in any event within two Business Days) after Purchaser's acceptance of the Closing Inventory Report in its entirety or the resolution of all unresolved Disputed Items, Seller will pay the amount of such difference to this Section 1.10(f) will be paid Purchaser by wire transfer of immediately available funds to a bank an account or accounts designated in writing by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus the Estimated Inventory AmountPurchaser. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute aggregate value of the Inventory (including the Virtual Inventory) net of any required inventory reserves is finally determined to be greater than the Estimated Closing Rochas Inventory Payment. Value, then, promptly (gand in any event within two Business Days) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from after Purchaser's acceptance of the Closing Date to Inventory Report in its entirety or the date resolution of all unresolved Disputed Items, Purchaser will pay the amount of such payment, calculated on the basis difference to Seller by wire transfer of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to an account designated in writing by Seller; provided, however, that, in no event shall the bank accounts designated aggregate value of the Inventory net of any required inventory reserves, as finally determined, exceed $50,000,000. To the extent the aggregate value of such Inventory net of any required inventory reserves exceeds $50,000,000, the excess shall be retained by Acquiror or Seller (as applicable)or, and such payments will be made if already delivered to Acquiror or Purchaser, promptly returned to Seller at Seller's expense) and Seller may dispose of this excess (as applicableand any Inventory included in the inventory reserve that is retained by Seller) without any setoff, deduction or counterclaimin the ordinary course of business notwithstanding anything to the contrary contained in Section 5.9 hereof.

Inventory Adjustment. (a) Within 90 forty-five (45) calendar days following after the Closing Date, Acquiror will prepare Seller shall cause to be prepared and deliver delivered to Seller Buyer (i) a statement setting forth Acquiror’s calculation of the value of the Rochas Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter (the “Closing Inventory Statement”). The ) setting forth the Closing Statement will be Date Inventory and the components and calculations thereof as of 11:59 p.m., Detroit time, on the Closing Date, prepared in a manner accordance with the policies, practices and methodologies used in the preparation of, and provided in the format used for, the reference inventory statement (the “Reference Inventory Statement”) attached as Section 4.5 of the Disclosure Schedule, which is consistent with the accounting policies, procedures and principles used to determine methodologies adopted for historical periods (i.e., calendar years ended December 31, 2010 and December 31, 2011) and (ii) a statement (the Estimated Closing Statement as set “Inventory Adjustment Statement”) setting forth in Section 1.09 the calculation of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare amount by which the Closing StatementDate Inventory as shown on the Inventory Statement either (A) exceeds the Target Inventory (as such amount may be adjusted below, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10“Inventory Excess Amount”) or (B) is less than the Target Inventory (as such amount may be adjusted below, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10“Inventory Deficiency Amount”). (b) For a period of 30 days after delivery After receipt of the Closing Inventory Statement and the Inventory Adjustment Statement, Acquiror Buyer will provide have sixty (60) calendar days to review the Inventory Statement and the Inventory Adjustment Statement. Seller with will give, or cause to be given, to Buyer reasonable access to all booksdocuments, records, work papers, personnel facilities and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control employees of Seller and its Affiliates used in their preparation to the extent reasonably related such employees are employed by Seller or its Affiliates at such time. Not later than sixty (60) calendar days following the date of receipt of the Inventory Statement and the Inventory Adjustment Statement, Buyer shall provide Seller with a notice (a “Dispute Notice”) listing those items, if any, to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive uponwhich Buyer takes exception, which notice shall also (i) specifically identify, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth provide a description in reasonable detail reasonably detailed explanation of the basis upon which Buyer has delivered such list, including, without limitation, the applicable provisions of this Agreement on which the dispute set forth in such Dispute Notice is based, (ii) set forth the amount of Closing Date Inventory that Buyer has calculated based on the information contained in the Inventory Statement and (iii) specifically identify Buyer’s proposed adjustment(s). Unless Buyer delivers the Dispute Notice to Seller setting forth the specific items disputed by Buyer on or prior to the sixtieth (60th) day after Buyer’s receipt of the Seller Objection Inventory Statement and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period Inventory Adjustment Statement, Buyer will be deemed to have been accepted and agreed to the Inventory Statement and the Inventory Adjustment Statement and such statements (and the calculations contained therein) will be final, binding and conclusive. If Buyer timely provides Seller with a Dispute Notice, Seller and Buyer will, within fifteen (15) days following receipt of such Dispute Notice by SellerSeller (the “Resolution Period”), without reservationsattempt to resolve their differences with respect to the items specified in the Dispute Notice (the “Disputed Items”), and all other undisputed items (and all calculations relating thereto) will be final final, binding and conclusive. Any written resolution by Seller and Buyer during the Resolution Period as to any Disputed Items will be final, binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Sellerconclusive. (c) If Seller and Acquiror are unable Buyer do not resolve all Disputed Items by the end of the Resolution Period, then all Disputed Items remaining in dispute shall be submitted within fifteen (15) days after the expiration of the Resolution Period to resolve any of their disputes Xxxxx Xxxxxxxx LLP (the “Neutral Arbitrator”); provided that if at such time either Seller or Buyer shall discover a bona fide conflict with respect to the Closing Statement within 30 days following Acquiror’s receipt of Neutral Arbitrator or the Seller Objection pursuant Neutral Arbitrator resigns or expressly states its refusal for any reason to Section 1.10(b), resolve the Parties agree to submit the dispute to administered expert proceedings Disputed Items in accordance with this Section 4.5, the Rules parties shall submit the matter to another independent accounting firm of international reputation reasonably acceptable to both Seller and Buyer to resolve the remaining matters in dispute, and such firm shall be the Neutral Arbitrator for the Administration all purposes of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”this Section 4.5(c). The Parties agree Neutral Arbitrator shall act as an arbitrator to determine only those Disputed Items remaining in dispute, consistent with this Section 4.5, and shall request a statement from each of Seller and Buyer regarding such remaining Disputed Items. The Neutral Arbitrator will consider only those Disputed Items that Seller on the one hand and Buyer on the other hand are unable to resolve. In resolving any disputed item, the Neutral Arbitrator may not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by any party. The scope of the disputes to be arbitrated by the Neutral Arbitrator is limited to whether the preparation of the Inventory Statement and the Inventory Adjustment Statement were done in accordance with GAAP and, the Reference Inventory Statement consistently applied, and whether there were mathematical errors in the preparation of the Inventory Statement and the Inventory Adjustment Statement, and the Neutral Arbitrator is not to make any other determination. All fees and expenses relating to the work, if any, to be performed by the Neutral Arbitrator will be allocated between Seller and Buyer in the same proportion that the findings aggregate amount of the expert shall be contractually binding upon themDisputed Items so submitted to the Neutral Arbitrator that is unsuccessfully disputed by such party (as finally determined by the Neutral Arbitrator) bears to the total amount of such Disputed Items so submitted by such party. In this respectaddition, either party may refer the remaining disputed items parties shall give the Neutral Arbitrator access to an independent accounting firm mutually selected all documents, records, facilities and employees as reasonably necessary to perform its function as arbitrator. The Neutral Arbitrator will deliver to Seller and Buyer a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Neutral Arbitrator by Seller and Acquiror (Buyer) of the “Accounting Firm”) who will act as an expert pursuant Disputed Items submitted to the ICC Expert Rules Neutral Arbitrator within thirty (30) days after receipt of such Disputed Items (or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed itemsoon thereafter as practicable), which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participateconclusive, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaimaward.

Inventory Adjustment. (ai) Within 90 days following As promptly as possible, but in any event within twenty (20) Business Days after the Closing Date, Acquiror Buyer will prepare and deliver to Seller a statement setting forth Acquiror’s calculation of the value of the Rochas Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter (the “Closing Inventory Statement”) calculating the net book value of the Inventory as of the Closing Date (the “Inventory Amount”). The Closing Statement will , which shall be prepared in a manner accordance with GAAP and format consistent with the accounting policies, policies and procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 3.16. After delivery of the Seller Disclosure Letter. Upon the request of AcquirorClosing Inventory Statement, Seller will provide shall be permitted reasonable access to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror review Buyer’s records used to prepare the Closing Inventory Statement. If Seller objects to the Closing Inventory Statement, then Seller shall deliver to respond to any Seller Objection and to prepare materials for presentation Buyer a statement setting forth its objections to the Accounting Firm contemplated calculation of the Inventory Amount in reasonable detail and stating Seller’s calculation of the amount believed by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request in good faith to carry out the purposes of this Section 1.10. be correct. If Seller does not deliver such a statement within fifteen (b15) For a period of 30 days Business Days after delivery of the Closing Inventory Statement, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Inventory Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will shall be final, binding and conclusive upon, non-appealable by the parties hereto. Seller and deemed accepted by, Seller unless Seller notifies Acquiror Buyer shall negotiate in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes objections with respect to the Closing Inventory Statement within 30 days following Acquiror’s receipt and any objections thereto (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Seller, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)). If the parties do not reach a final resolution within fifteen (15) Business Days after the delivery of any objection statement, Seller Objection pursuant to Section 1.10(b), the Parties agree to and Buyer shall submit the such dispute to administered expert proceedings an independent auditor. If any dispute is submitted to the independent auditor, each party will furnish to the independent auditor such work papers and other documents and information relating to the disputed issues as the independent auditor may request and are available to that party. The independent auditor shall act as an auditor and not as an arbitrator and shall resolve matters in accordance with the Rules for the Administration of Expert Proceedings dispute and adjust and establish any disputed adjustment of the International Chamber Purchase Price amount to reflect such resolution. It is the intent of Commerce Buyer and Seller that the process set forth in this Section 2.3(b) and the activities of the independent auditor in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration rules shall be followed (“ICC Expert Rules”including rules with respect to procedures and discovery). The Parties agree that the findings determination of the expert independent auditor shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not non-appealable by on the Parties as to each such disputed itemparties hereto. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties Closing Inventory Statement shall promptly meet be modified if necessary to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectivelyreflect such determination. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will independent auditor shall be borne by allocated to Buyer and Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firmequally. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) If the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or Inventory Amount as finally determined pursuant is greater than Twenty-Seven Million Five Hundred Thousand Dollars ($27,500,000), Buyer shall make a cash payment to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth Seller in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be an amount equal to the Final Inventory Amount minus amount of the Estimated excess over the Target Inventory Amount. If the Closing Rochas Inventory Payment Amount as finally determined is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negativeless than Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000), then Seller will pay, on shall cause to be paid to Buyer a Dollar for Dollar basis, cash payment in an aggregate amount equal to Acquiror the absolute value amount of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, shortfall from the Closing Date Target Inventory Amount. The difference payable by either Buyer on the one hand or Seller on the other hand, shall be referred to herein as the “Inventory Adjustment Amount.” The Inventory Adjustment Amount shall be paid by the applicable party within ten (10) days after such amount is finally determined hereunder and calculated as an adjustment to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaimPurchase Price.

Inventory Adjustment. (a) Within 90 Not more than twenty (20) days following and not less than fifteen (15) days prior to the Closing Date, Acquiror will prepare and Sellers shall deliver to Seller Purchaser (i) a statement setting forth Acquiror’s calculation list of all services or products to be delivered to or used by the Business following the Closing pursuant to any Transferred Contract, including a copy of the value of the Rochas Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter corresponding invoice and (ii) an updated Signing Inventory List (the “Closing StatementInventory List”). The Closing Statement will be prepared in a manner , setting forth the types and format consistent with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 amounts of the Seller Disclosure Letter. Upon Transferred Inventory that Sellers, reasonably and in good faith, expect to be the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member Transferred Inventory as of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare Closing Date. Following Sellers delivery of the Closing StatementInventory List, at Purchaser’s option, Sellers shall help facilitate access for Purchaser or its Representatives to respond to any Seller Objection and to prepare materials for presentation to each site that stores such Transferred Inventory included on the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10Closing Inventory List. (b) For a period of 30 days after delivery In the event that either (i) the Closing Inventory List delivered by Sellers indicates or (ii) Purchaser, following its review of the Closing StatementTransferred Inventory pursuant to Section 2.02(a), Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare reasonably determines that (a) more than three percent (3%) of the Transferred Inventory that is Product Compound API on the Closing Statement and Inventory List does not already in meet the possession or under Supply Quality Standard, the control of Seller Purchase Price shall be reduced pro rata based on the noncompliant portion relative to the extent reasonably related total value of the Product Compound API, or (b) less than 120,995 vials of the IV Product within the Transferred Inventory meet the Supply Quality Standard, the Purchase Price shall be reduced pro rata based on the noncompliant portion relative to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery total value of the Closing Statement vials of any good faith objection thereto IV Product within the Transferred Inventory (the Purchase Price as adjusted in accordance with (a) and (b), the “Seller ObjectionPro Rata Purchase Price”). Any Seller Objection will set forth a description Sellers and Purchaser shall cooperate in reasonable detail of the basis of the Seller Objection good faith and the specific adjustments endeavor to the values reflected in resolve any disputes regarding the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by SellerInventory List or any Purchase Price reduction. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties Sellers and Purchaser are unable to agree on an independent accounting firm within 14 days following a notice by one the amount of any adjustment pursuant to Section 2.02(b) prior to the Parties proposing an Accounting FirmClosing Date, the Accounting Firm Purchaser and Sellers shall be selected pursuant required to consummate the ICC Expert Rules. The Accounting Firm Transactions at the Pro Rata Purchase Price; provided that such Pro Rata Purchase Price is not less than $450,000 and Sellers shall make a written determination as have the right to each thencontest the Pro Rata Purchase Price post-remaining disputed item, which written determination will be final, binding and not appealable by Closing in accordance with the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms dispute resolution provisions of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim.

Inventory Adjustment. (ai) Within 90 45 days following the Closing Date, Acquiror will prepare and the Purchaser shall deliver to the Seller a statement (the “Purchaser’s Calculation”) setting forth Acquiror’s calculation the Transferred Inventory, net of reserves (“Net Inventory”) as of the value of the Rochas Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter Closing Date (the “Closing StatementInventory Value”). The Closing Statement will be prepared ) determined in a manner and format consistent conformity with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10GAAP. (bii) For a period of 30 If the Seller disagrees with the Purchaser’s Calculation, the Seller may, within 15 days after delivery of the Purchaser’s Calculation, deliver a notice (the “Seller’s Objection”) to the Purchaser disagreeing with the Purchaser’s Calculation and specifying, in reasonable detail (i) the Seller’s calculation of the Closing StatementInventory Value and (ii) the Purchaser’s grounds for such disagreement. (iii) If a Seller’s Objection is duly delivered pursuant to Section 1.4(a)(ii), Acquiror will provide the Purchaser and the Seller with shall, during the 15 days following such delivery, use their reasonable efforts to reach agreement on the Closing Inventory Value. If they are unable to reach such agreement during such period, the parties shall promptly engage the CPA Firm to review promptly the Net Inventory for the purpose of calculating the Closing Inventory Value. In making such calculation, the CPA Firm shall determine the Closing Inventory Value. The CPA Firm shall deliver to the Purchaser and the Seller, as promptly as practicable, a report setting forth such calculation of the Closing Inventory Valuation. Such report shall be final and binding upon the Purchaser and the Seller (absent manifest error). The cost of the CPA Firm shall be borne equally by the Purchaser and the Seller. (iv) The Purchaser and the Seller each agree to reasonably cooperate and assist in the determination of the Closing Inventory Value under this Section 1.4(a), including by making available to the other party and its representatives, to the extent reasonably requested, reasonable access to all books, records, work papers, personnel and representatives in connection with such other materials party’s preparation and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery review of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Sellerclosing statement. (cv) If the Final Inventory Value (as defined below) is less than the Base Inventory Value, the Seller and Acquiror are unable to resolve any of their disputes with respect shall pay to the Closing Statement within 30 days following Acquiror’s receipt of Purchaser, as an adjustment to the Purchase Price, the amount by which the Final Inventory Value is less than the Base Inventory Value. If the Final Inventory Value is greater than the Base Inventory Value, the Purchaser shall pay to the Seller, as an adjustment to the Purchase Price, the amount by which the Final Inventory Value is greater than the Base Inventory Value; provided that any such payment by the Purchaser to the Seller shall not exceed $3,900,000. “Final Inventory Value” means the Closing Inventory Value (i) as shown in the Purchaser’s Calculation if no Seller’s Objection is duly delivered to the Purchaser in compliance with Section 1.4(a)(ii); or (ii) if such a notice of disagreement is delivered, (A) as agreed by the Purchaser and the Seller pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce 1.4(a)(iii) or (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”B) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one absence of the Parties proposing an Accounting Firmsuch agreement, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items shown in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting CPA Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered ’s calculation delivered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement1.4(a)(iii). (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim.

Inventory Adjustment. (a) Within 90 395 days following after the Closing Date, Acquiror will Buyer shall prepare and deliver to Seller Sellers’ Representative a statement setting forth Acquiror’s calculation of the aggregate value of all Closing Inventory not sold within 12 months after the Rochas Inventory, as determined pursuant to Section 1.09 Closing Date together with a listing of the Seller Disclosure Letter such unsold inventory (the “Closing Inventory Adjustment” and the “Inventory Adjustment Statement”, respectively). The Closing Inventory Adjustment Statement will be prepared in a manner shall become final and format consistent with binding upon the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. Parties thirty (b30) For a period of 30 days after delivery of the Closing StatementSeller’s receipt thereof, Acquiror will provide Seller with reasonable access to all booksunless Seller, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing such 30-day period will be deemed period, delivers to have been accepted by SellerBuyer written notice of objection(s) to the Inventory Adjustment Statement, without reservations, and will in which case the Inventory Adjustment Statement shall not be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any such dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined shall be resolved pursuant to the decision procedures of Section 1.5 of this Agreement, the Accounting Firm, when final, terms of which shall apply hereto mutatis mutandis. Within five (5) Business Days after the final and binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting FirmInventory Adjustment under this Section 1.7, (a) Buyer shall be entitled to reduce the then-remaining Holdback Amount by an amount equal to the Inventory Adjustment and (b) to the extent the then-remaining Holdback Amount is less than the Inventory Adjustment, each Seller shall pay Buyer the remaining portion of the Inventory Adjustment in no event will proportion to such Seller’s Pro Rata Share. During such 12 month period after the Final Inventory Amount be more than 6% greater thanClosing Date, nor more than 6% less thanBuyer shall cause the Company to utilize and manage its inventory in the ordinary course of the Business, on reasonable terms and consistent with commercially reasonable past practices of the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable Business. Any payments made pursuant to this Section 1.10(fparagraph (whether out of the Holdback Amount or by Sellers directly) will shall be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, treated as applicable. The “Closing Rochas Inventory Payment” will be equal an adjustment to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value amount of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date Purchase Price allocated to the date of such paymentInventory by the parties for Tax purposes, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated unless otherwise required by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaimApplicable Law.

Inventory Adjustment. The Preliminary Purchase Price includes an estimated value of Inventory, Works-In-Process and Raw Materials (collectively, the “Combined Inventory”) calculated in accordance with the Accounting Principles for Inventory Valuation set forth on Schedule 4.2 of $13,300,000. The inventory adjustment to the Preliminary Purchase Price shall be determined as follows: (a) Within 90 As soon as practicable, but in no event later than sixty (60) days following the Closing Date, Acquiror will Buyer shall prepare and deliver to Seller a statement setting forth Acquiror’s calculation of the value of the Rochas Inventory, Combined Inventory as determined pursuant to Section 1.09 of the Seller Disclosure Letter Closing Date in accordance with the Accounting Principles for Inventory Valuation (the “Closing Combined Inventory Value”). (b) Buyer shall deliver a written statement of the Closing Combined Inventory Value (the “Closing Combined Inventory Value Statement”)) to Goodyear promptly after it has been prepared. The Closing Statement will be prepared in a manner and format consistent with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 After receipt of the Seller Disclosure LetterClosing Combined Inventory Value Statement, Goodyear shall have sixty (60) days to review the Closing Combined Inventory Value Statement. Upon the request of Acquiror, Seller will provide to Acquiror Goodyear and its accountants authorized representatives shall have reasonable access during normal business hours to the all relevant books and records, any other informationfacilities and employees of Buyer or Affiliated Buyers, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10Buyer shall cooperate, and Seller will otherwise cooperate shall cause Affiliated Buyers to cooperate, with Goodyear and assist Acquiror as Acquiror may reasonably request Goodyear’s representatives’ reasonable requests with respect to carry out the purposes of this Section 1.10. (b) For a period of 30 days after delivery their review of the Closing Combined Inventory Value Statement, Acquiror will provide Seller with reasonable access . Unless Goodyear delivers written notice to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession Buyer on or under the control of Seller prior to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days sixtieth (60th) day after delivery Goodyear’s receipt of the Closing Combined Inventory Value Statement specifying in reasonable detail the amount, nature and basis of any good faith all disputed items, Goodyear shall be deemed to have accepted and agreed to the calculation of the Closing Combined Inventory Value. If Goodyear timely notifies Buyer of its objection thereto to the calculation of the Closing Combined Inventory Value, Goodyear and Buyer shall, following such notice attempt to resolve their differences pursuant to Section 15.3 within the period set forth in Section 15.3 (the “Seller ObjectionResolution Period”). Any Seller Objection will set forth a description in reasonable detail of resolution by the basis of the Seller Objection Parties as to any disputed amounts shall be final, binding and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Sellerconclusive. (c) If Seller If, at the conclusion of the Resolution Period, there are any amounts remaining in dispute, then such amounts remaining in dispute shall be resolved in the following manner: (i) Goodyear shall, at its expense, select its representative accounting firm (“Goodyear’s Representative”) and Acquiror are unable to Buyer, at its expense, shall select its representative accounting firm (“Buyer’s Representative”) within ten (10) days after the expiration of the Resolution Period. Within ten (10) days thereafter, Goodyear’s Representative and Buyer’s Representative shall select one other person from an accounting firm who shall act as a neutral arbitrator (the “Neutral Auditor”) who shall resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt and all amounts remaining in dispute. The fees and disbursements of the Seller Objection pursuant to Section 1.10(b), Neutral Auditor shall be allocated between Goodyear and the Parties agree to submit Buyer in the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree same proportion that the findings aggregate amount of the expert shall be contractually binding upon them. In this respect, either party may refer the such remaining disputed items so submitted to an independent accounting firm mutually selected the Neutral Auditor that is unsuccessfully disputed by Seller and Acquiror each Party (as finally determined by the “Accounting Firm”Neutral Auditor) who will bears to the total amount of such remaining disputed items so submitted. The Neutral Auditor shall act as an expert pursuant arbitrator to determine, based solely on the ICC Expert Rules or provisions of this Section 4.2, including Schedule 4.2 and the presentations by Goodyear and Buyer, and not by independent review, only those issues still in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm dispute. The Neutral Auditor’s determination shall be selected pursuant to the ICC Expert Rules. The Accounting Firm made within thirty (30) days of his or her selection, shall make be set forth in a written determination as statement delivered to each then-remaining disputed item, which written determination will Goodyear and Buyer and shall be deemed a final, binding and not appealable by the Parties as to each such disputed itemconclusive arbitration award. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range A judgment of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as jurisdiction may be entered upon the Neutral Auditor’s determination. The term “Final Closing Statement.Inventory Value” The value of shall mean the Rochas definitive Closing Combined Inventory as set forth Value agreed to (or deemed to be agreed to) by Buyer and Goodyear in accordance with Section 4.2(b) or resulting from the Final Closing Statement is determinations made by the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, Neutral Auditor in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to accordance with this Section 1.10(f4.2(c) will be paid (in addition to those items theretofore agreed to by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory PaymentGoodyear and Buyer). (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim.

Inventory Adjustment. (a) Within 90 days following Purchaser shall have between the Closing Date, Acquiror will prepare and deliver to Seller a statement setting forth Acquiror’s calculation applicable Cut-Over until the date that is two months after the date of the value applicable Cut-Over to conduct a physical inventory count of the Rochas InventoryInventory with respect to the applicable Product Line, as determined pursuant consistent with Seller’s past practice, (with respect to Section 1.09 each Product Line, the “Adjustment Review Period”) in order to dispute the quantity of the Seller Disclosure Letter (the “Closing Statement”Inventory identified on Schedule 1.1(a)(ii). The Closing Statement Purchaser and its duly authorized representatives shall have the right to conduct a physical inspection and count of the Honeywell Inventory with respect to the applicable Product Line that will be prepared shipped to Purchaser post Cut-Over (as defined with respect to each Product Line in a manner the applicable Transition Services Agreement), and format consistent with shall have the accounting policiesright to visit, procedures observe and principles used inspect the Inventory in order for Purchaser to determine verify the Estimated Closing Statement as set forth in Section 1.09 identify, count, and condition of the Seller Disclosure Letter. Upon items included in the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10Inventory. (b) For a period of 30 After the applicable Adjustment Review Period, Purchaser shall have fifteen (15) business days after delivery of to dispute the Closing Statement, Acquiror will provide Seller Honeywell Inventory with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller respect to the extent reasonably related applicable Product Line. If Purchaser has not given Seller written notice (a “Dispute Notice”) of Purchaser’s objection to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive uponHoneywell Inventory quantities identified on Schedule 1.1(a)(ii) within such time period, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of then the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments Inventory identified on Schedule 1.1(a)(ii) with respect to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should applicable Product Line shall be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Sellerconsidered final. (c) If Purchaser delivers a Dispute Notice to Seller prior to the end of the applicable Adjustment Review Period, then Purchaser and Acquiror are unable Seller shall, during the thirty (30) calendar days following delivery of the Dispute Notice (or such additional time as the Parties may mutually agree), work together in good faith to resolve any reach agreement on the disputed items to agree on the value of their disputes the Inventory with respect to the Closing Statement within 30 days following Acquiror’s receipt of applicable Product Line. “Final Inventory” means the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 Honeywell Inventory value with respect to the interpretation or application of the present Agreement. applicable Product Line (d1) The Parties will use their reasonable best efforts to cause the Accounting Firm to (ias shown in Schedule 1.1(a)(ii) to send with respect to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from applicable Product Line if no Dispute Notice related to the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution Honeywell Inventory value is duly delivered pursuant to Section 1.10(e) and Section 1.10(d1.5(b), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. ; or (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i2) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, such a Dispute Notice is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statementdelivered, as submitted agreed to by Acquiror if no timely Purchaser and Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment1.5(c). (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim.

Inventory Adjustment. (a) Schedule 4.10 is a statement setting forth Parent’s estimate of the type and value of the Business Inventory, in each case to be transferred to RMT Partner pursuant to Section 4.2 on the Closing Date (the “Estimated Adjustment Statement”). Within 90 60 days following the Closing Date, Acquiror will Parent shall prepare and deliver to Seller RMT Partner a statement setting forth Acquiror’s calculation of the type and value of the Rochas Business Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter Closing Date, that in the case of the Business Inventory is current, non-obsolete and saleable or useable in the ordinary course of business. Such statement of Business Inventory shall be derived from a physical taking of the inventory as of the Closing Date. The value of the Business Inventory shall be determined in a manner as described on Schedule 4.10 consistent with the Financial Information to the extent such Financial Information relates to the valuation of the Business Inventory (the “Closing Adjustment Statement” and together with the Estimated Adjustment Statement, the “Adjustment Statements”). The Closing Statement will be prepared in a manner and format consistent Adjustment Statements shall exclude any items for amounts with the accounting policies, procedures and principles used respect to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure LetterTaxes. Upon the reasonable request of AcquirorParent, Seller will RMT Partner shall provide to Acquiror Parent and its accountants access during normal business hours to the books and records, any other information, including working papers of its accountants, and to any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably RMT Partner necessary for Acquiror Parent to prepare the Closing Adjustment Statement, to respond to any Seller the RMT Partner Objection and to prepare materials for presentation to the Accounting Firm contemplated by this in connection with Section 1.10, 4.10 and Seller will RMT Partner shall otherwise cooperate with and assist Acquiror Parent as Acquiror may be reasonably request necessary to carry out the purposes of this Section 1.104.10. (b) RMT Partner shall, within 30 days after the delivery by Parent of the Closing Adjustment Statement, complete its review thereof. RMT Partner and its representatives shall have the opportunity to observe the taking of inventory (which may begin prior to the Closing Date) in connection with the calculation of the Closing Adjustment Statement and verify the status of the Business Inventory as current, non-obsolete and saleable or usable in the ordinary course of business. For a period of 30 days after delivery of the Closing Adjustment Statement, Acquiror will provide Seller with reasonable access Parent shall make available to RMT Partner all books, records, work papers, personnel (including their accountants and employees) and other materials and sources used by Acquiror Parent to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10Adjustment Statement. The Closing Adjustment Statement will shall be binding and conclusive upon, and deemed accepted by, Seller RMT Partner unless Seller notifies Acquiror RMT Partner shall have notified Parent in writing within 30 days after delivery of the Closing Adjustment Statement of any good faith objection thereto (the “Seller RMT Partner Objection”). Any Seller RMT Partner Objection will shall set forth a description in reasonable detail of the basis of the Seller RMT Partner Objection and the specific adjustments to the values value of Business Inventory reflected in on the Closing Adjustment Statement prepared by Acquiror which Seller RMT Partner believes should be made. Any items not disputed during the foregoing 30-30 day period will shall be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by SellerRMT Partner. (c) If Seller Parent and Acquiror RMT Partner are unable to resolve any of their disputes with respect to the Closing Adjustment Statement within 30 days following AcquirorParent’s receipt of the Seller RMT Partner Objection to such Closing Adjustment Statement pursuant to Section 1.10(b4.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert they shall be contractually binding upon them. In this respect, either party may refer the their remaining disputed items differences to an internationally recognized firm of independent accounting firm public accountants as to which Parent and RMT Partner mutually selected by Seller and Acquiror agree (the “Accounting Firm”) who will act as an expert pursuant for decision, which decision shall be final and binding on the parties. Any expenses relating to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one engagement of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed itemshared equally by Parent, which written determination will be finalon one hand, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflictedRMT Partner, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other hand. Parent and RMT Partner shall each bear the fees of their respective auditors incurred in connection with a reasonable opportunity to participate, the determination and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application review of the present AgreementAdjustment Statements. (d) The Parties will use their reasonable best efforts to cause Closing Adjustment Statement shall become final and binding on the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error parties upon the earliest of (i) if no Seller RMT Partner Objection has been given, the expiration of the period within which Seller RMT Partner must make its objection pursuant to Section 1.10(b)4.10(b) hereof, (ii) the agreement in writing by Seller Parent and Acquiror RMT Partner that the Closing Adjustment Statement, together with any modifications thereto agreed by Seller Parent and AcquirorRMT Partner, is final, shall be final and binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues shall issue its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b)Adjustment Statement. The Closing Adjustment Statement, as submitted by Acquiror Parent if no timely Seller RMT Partner Objection has been given, as adjusted pursuant to any agreement between the Parties parties or as finally determined pursuant to the decision of the Accounting Firm, when final, final and binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdictionon all parties, is herein referred to as the “Final Closing Adjustment Statement.” The value ” (e) Within ten business days following issuance of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less thanAdjustment Statement, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment net adjustment payment payable pursuant to this Section 1.10(f4.10(e) will (the “Adjustment Payment”) and interest thereon shall be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller Parent or AcquirorRMT Partner, as applicablethe case may be. The “Closing Rochas Inventory Payment” will Adjustment Payment shall be equal to the difference, if any, between (x) the value of Business Inventory, as reflected on the Final Inventory Amount Closing Adjustment Statement, minus (y) the value of Business Inventory, as reflected on the Estimated Inventory AmountAdjustment Statement. If the Closing Rochas Inventory Payment is The Adjustment Payment, if any, shall be payable by RMT Partner to Parent, if positive, then Acquiror will payand by Parent to RMT Partner, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim.if

Inventory Adjustment. (a) Within 90 days following As soon as practicable after the Closing Date, Acquiror will prepare and in any event no later than thirty (30) days after the Closing Date, the Seller shall deliver to Seller the Purchaser a statement setting forth Acquiror’s its calculation of the amount, if any, by which (i) $263,000,000 exceeds (ii) the gross book value (excluding any inventory reserve provisions), as reflected in the books and records of the Rochas InventorySeller, as determined pursuant of the Inventory to be transferred by the Seller and the Selling Subsidiaries to the Purchaser and the Purchasing Subsidiaries at the Closing (the "Inventory Adjustment"), which statement shall be presented in the form described in Section 1.09 2.04(a) of the Seller Disclosure Letter Schedule (the “"Post-Closing Inventory Statement”"). The Closing Statement will be prepared in a manner and format consistent with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. (b) For a period of 30 The Purchaser shall have thirty (30) days after the delivery of the Post-Closing StatementInventory Statement to disagree with the Seller's calculation of the Inventory Adjustment. Within such thirty (30) day period, Acquiror will provide Seller with the Purchaser shall have reasonable access to all booksany documents, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession schedules or under the control of Seller workpapers to the extent reasonably used in or related to the determinations contemplated by preparation of the Post-Closing Inventory Statement. If the Purchaser fails to deliver a notice of disagreement within such thirty (30) day period, the Seller's calculation of the Inventory Adjustment as reflected in the Post-Closing Inventory Statement shall be deemed to be the final Inventory Adjustment for purposes of this Section 1.102.04. The Closing Statement will be binding and conclusive uponIf, and deemed accepted bywithin said thirty (30) day period, the Purchaser notifies the Seller unless Seller notifies Acquiror in writing that it disagrees with the Seller's calculation of the Inventory Adjustment, specifically describing in reasonable written detail the basis for such disagreement, the Purchaser and the Seller shall use their reasonable efforts to reach agreement within 30 the forty-five (45) days after following the delivery of the Closing Statement Purchaser's notice of any good faith objection thereto (disagreement, or such longer period as may be agreed upon by the “Seller Objection”)Purchaser and the Seller, with respect to the item(s) subject to such disagreement. Any Seller Objection will set forth a description in reasonable detail of If the basis of Purchaser and the Seller Objection resolve such disagreements, the Inventory Adjustment with any modifications to which the Purchaser and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will shall have agreed shall be deemed to have been accepted by Seller, without reservations, and will be the final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by SellerInventory Adjustment for purposes of this Section 2.04. (c) If the Purchaser and the Seller and Acquiror are unable to resolve any of such disagreement as contemplated by Section 2.04(b) within the forty-five (45)-day period referred to therein (or such longer period as may be agreed to by the parties hereto), then the Purchaser and the Seller shall jointly select a partner at KPMG LLP to resolve such disagreement (the person so selected shall be referred to herein as the "Accounting Arbitrator"). The Accounting Arbitrator shall have the authority to resolve only the specific disagreements presented to such Accounting Arbitrator. The Purchaser and the Seller shall use their disputes with respect respective reasonable efforts to cause the Accounting Arbitrator to deliver to the Closing Statement within 30 days following Acquiror’s receipt parties, as promptly as practicable, a written report setting forth the resolution of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings any such disagreement determined in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to executeSuch report shall be final and binding upon the parties, and judgment on such determination may be entered in any court of competent jurisdiction. The fees, costs and expenses of the Accounting Arbitrator shall be borne one-half by the Purchaser and one-half by the Seller; provided that, if requested by the Accounting FirmArbitrator determines that one party's position is substantially correct, a reasonable engagement letterthen such party shall pay none of the fees, including customary indemnification protections for costs and expenses of the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to Arbitrator and the interpretation or application of the present Agreementother party shall pay all such fees, costs and expenses. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send Seller shall pay to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from Purchaser the appointment amount, if any, of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or Inventory Adjustment as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid 2.04 by wire transfer of immediately available funds to a bank an account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus Purchaser within ten (10) Business Days after the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value determination of the Closing Rochas final Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paidAdjustment, together with plus interest on such amount, amount accrued from the Closing Date to the date of such payment at the prime rate applicable from time to time as announced by Citibank, N.A.; provided, however, that, at the election of the Seller, up to 50% of any such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable)extent it exceeds $20,000,000, and such payments will shall be made by surrendering an equivalent portion of any amounts due in respect of Series B Notes to Acquiror or the extent any Series B Notes are then outstanding and then by surrendering an equivalent portion of any amounts due in respect of any Series A Notes then outstanding. (e) The Purchaser and the Seller agree that any payments made pursuant to Seller (as applicable) without any setoff, deduction or counterclaimthis Section 2.04 shall be allocated in a manner consistent with the allocation set forth in Section 2.03(c).

Inventory Adjustment. (a) Within 90 45 days following the Closing Date, Acquiror will prepare and the Purchaser shall deliver to the Seller a statement (the “Purchaser’s Calculation”) setting forth Acquiror’s calculation the Transferred Inventory, net of reserves (“Net Inventory”) as of the value of the Rochas Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter Closing Date (the “Closing StatementInventory Value”). The Closing Statement will be prepared ) determined in a manner and format consistent conformity with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10GAAP. (b) For a period of 30 If the Seller disagrees with the Purchaser’s Calculation, the Seller may, within 15 days after delivery of the Purchaser’s Calculation, deliver a notice (the “Seller’s Objection”) to the Purchaser disagreeing with the Purchaser’s Calculation and specifying, in reasonable detail (i) the Seller’s calculation of the Closing StatementInventory Value and (ii) the Seller’s grounds for such disagreement. (c) If a Seller’s Objection is duly delivered pursuant to Section 1.4(b), Acquiror will provide the Purchaser and the Seller with shall, during the 15 days following such delivery, use their reasonable efforts to reach agreement on the Closing Inventory Value. If they are unable to reach such agreement during such period, the parties shall promptly engage the CPA Firm to review promptly the Net Inventory for the purpose of calculating the Closing Inventory Value. In making such calculation, the CPA Firm shall determine the Closing Inventory Value. The CPA Firm shall deliver to the Purchaser and the Seller, as promptly as practicable, a report setting forth such calculation of the Closing Inventory Value. Such report shall be final and binding upon the Purchaser and the Seller (absent manifest error). The cost of the CPA Firm shall be borne equally by the Purchaser and the Seller. (d) The Purchaser and the Seller each agree to reasonably cooperate and assist in the determination of the Closing Inventory Value under this Section 1.4, including by making available to the other party and its representatives, to the extent reasonably requested, reasonable access to all books, records, work papers, personnel and representatives in connection with such other materials party’s preparation and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery review of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firmclosing statement. (e) The Seller shall use its commercially reasonable efforts to manage its purchases and sale of inventory in the Business such that the value, net of excess and obsolete inventory reserves, of the Transferred Inventory at the Closing Statement will become final, binding and not appealable (determined in accordance with GAAP as applied by the Parties except Seller consistent with its past practices), shall not be more than $2,000,000 less than the Base Inventory Value or more than $2,000,000 greater than the Base Inventory Value, unless the Seller has received the written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. The Seller shall also use its commercially reasonable efforts to manage its sales of Seller Products so that the amount of Seller Products remaining in Channel Inventory at the event Closing does not have a value (determined in accordance with GAAP as applied by the Seller consistent with its past practices) in excess of $4,000,000. If the value of the Channel Inventory, determined using the Seller’s net sales price to the respective distributors, remaining at the Seller’s distributors at the Closing is greater than $4,000,000, the Seller shall pay to the Purchaser, as an adjustment to the Purchase Price, the amount by which the value of the Channel Inventory at the Closing is greater than $4,000,000, unless the Purchaser in its sole discretion agrees to a mathematical error upon higher amount. If the earliest Final Inventory Value is less than the Base Inventory Value, the Seller shall pay to the Purchaser, as an adjustment to the Purchase Price, the amount by which the Final Inventory Value is less than the Base Inventory Value. If the Final Inventory Value is greater than the Base Inventory Value, the Purchaser shall pay to the Seller, as an adjustment to the Purchase Price, the amount by which the Final Inventory Value is greater than the Base Inventory Value; provided that any such payment by the Purchaser to the Seller shall not exceed $2,000,000 unless the Purchaser has delivered an Inventory Consent with respect to the Inventory in excess of such amount. “Final Inventory Value” means the Closing Inventory Value (i) as shown in the Purchaser’s Calculation if no Seller’s Objection is duly delivered to the Purchaser in compliance with Section 1.4(b); or (ii) if such a notice of disagreement is delivered, (A) as agreed by the Purchaser and the Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b1.4(c) or (B) in the absence of such agreement, as shown in the CPA Firm’s calculation delivered pursuant to Section 1.4(c). “Channel Inventory” means the Seller Products shipped by the Seller to its distributors prior to the Closing for resale, regardless of whether any of the following is applicable: (i) the Seller has, in accordance with GAAP, recognized on or before the Closing, the revenue from the sale of such Seller Products to the applicable distributor, or (ii) the agreement in writing by distributor to whom the Seller and Acquiror that sold the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by Products has the Parties, and (iii) right to return such Seller Products to the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statementapplicable distributor agreement or otherwise.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim.

Inventory Adjustment. (a) Within 90 sixty (60) calendar days following after the Closing Date, Acquiror will Seller shall prepare and deliver to Seller Buyer a statement (the "Closing Inventory Statement"), based on actual physical inventory of the Inventory of the Business taken on the Closing Date, setting forth Acquiror’s its calculation of the value dollar amount of Inventory of the Rochas Inventory, Business as determined pursuant to Section 1.09 of the Seller Disclosure Letter close of business on the date immediately preceding the Closing Date (the “"Closing Statement”). Inventory Amount") The Closing Inventory Statement will shall present fairly the Closing Inventory Amount and shall be prepared in conformity with and in a manner and format consistent with the accounting policies, procedures and principles used to determine in the Estimated Closing Statement as preparation of the Financial Statements (and set forth in Section 1.09 the Notes thereto) and under no circumstances shall include any value for Products which have been discontinued by Seller. Buyer and/or its independent accounting firm shall have the right to be present to observe the taking of any physical inventory in conjunction with the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. (b) For a period of 30 days after delivery preparation of the Closing Inventory Statement, Acquiror will . Buyer shall provide Seller with reasonable access to the Books and Records, any other related information, and to any Transferred Employees or other employees of Buyer, and shall cooperate fully with Seller, to the extent necessary for Seller to prepare the Closing Inventory Statement, and to calculate the Closing Inventory Amount. After delivery of the Closing Inventory Statement, Seller shall make available to Buyer all books, records, work papers, personnel (including without limitation their accountants and employees) and other materials and sources used by Acquiror Seller to prepare the Closing Statement and not already Inventory Statement. (b) Unless Buyer notifies Seller in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will be binding and conclusive uponwriting, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 thirty (30) calendar days after delivery receipt of the Closing Statement of any good faith objection thereto (Inventory Statement, that Buyer objects to the “Seller Objection”). Any Seller Objection will set forth a description computation contained therein, specifying in reasonable detail the basis for such objection, Seller's calculation of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be Inventory Amount shall become final and binding on upon the Partiesparties for purposes of this Section 2.4. In The calculation of the event a Closing Inventory Amount shall not be disputed as to accounting principles so long as the principles and procedures used to compute it are consistent with those used by Seller Objection is sent to Acquiror, Acquiror in the preparation of the Financial Statements (and set forth in the Notes thereto). If Buyer and Seller shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of upon the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment Closing Inventory Amount within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of thirty (30) calendar days after any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection such notification has been given, the expiration of the given by Buyer (or within such extended time period within which Seller must make its objection pursuant as is mutually agreed to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(bparties). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim.controversy

Inventory Adjustment. (a) Within 90 30 days following after the Closing Date, Acquiror will Sellers shall prepare and deliver to Seller Buyer a statement (the "Closing Inventory Statement") setting forth Acquiror’s the type and value, as of the close of business on the day immediately preceding the Closing Date, of the inventory of the Business, which statement shall be derived from a physical taking of such inventory as of such date and shall value inventory on the basis of the lower of cost or market value utilizing a first-in, first-out method in a manner consistent with Sellers' and the Companies' past practices and the standards and principles used in the preparation of the Unaudited Consolidated Statement of Net Investment Assets of the Business as of September 25, 2004 and shall otherwise be prepared in a manner consistent with Sellers' and the Companies' past practices with respect to perpetual inventory records; provided, that all amounts denominated in Canadian dollars that are part of the calculation of the value of the Rochas Inventory, as determined inventory pursuant to this Section 1.09 2.05 shall be converted into U.S. dollars using the Closing Date Exchange Rate. Buyer and its representatives shall have such opportunity as Buyer reasonably deems appropriate to observe the taking and reconciliation of such inventory (which may begin prior to the Closing Date) in connection with the preparation of the Seller Disclosure Letter (the “Closing Inventory Statement”). The Closing Statement will be prepared in a manner Buyer shall provide Sellers and format consistent with the accounting policiestheir accountants, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquirorupon reasonable notice, Seller will provide to Acquiror and its accountants such access during normal business hours to the books and records, to any other information, including working papers of Buyer's accountants, and to any employees of Seller or any other member of the Seller GroupBuyer and its affiliates, that Seller determines is in each case as may be reasonably necessary for Acquiror Sellers to take such physical inventory, prepare the Closing Inventory Statement, respond to the Buyer's Inventory Objection (as defined in Section 2.05(b)) and prepare materials for presentation to the Arbitrator in connection with the matters contemplated by Section 2.05(c). If necessary, Buyer shall, after Closing, also provide or cause to be provided to Sellers and their designees such access as such persons may reasonably request to all facilities at which inventory of the Business is located in order to conduct such physical inventory. For the avoidance of doubt, the inventory of the Business to be valued pursuant to this Section 2.05 consists of the Inventory and all inventory of the Companies. (b) Buyer shall, within 20 days after the delivery by Sellers of the Closing Inventory Statement, complete its review thereof. After delivery of the Closing Inventory Statement, Sellers shall provide Buyer and its accountants, upon reasonable notice, such access to the books and records, to any other information, including working papers of Sellers' accountants, and to any employees of Sellers and their affiliates, in each case used in the preparation of the Closing Inventory Statement or as may otherwise be reasonably necessary for Buyer to prepare the Closing Statement, to respond to any Seller Buyer's Inventory Objection and to prepare materials for presentation to the Accounting Firm Arbitrator in connection with the matters contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. (b) For a period of 30 days after delivery of the Closing Statement, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.102.05(c). The Closing Inventory Statement will shall be binding and conclusive upon, and deemed accepted by, Seller Buyer unless Seller notifies Acquiror Buyer shall have notified Sellers in writing within 30 20 days after delivery to Buyer of the Closing Inventory Statement of any good faith objection thereto (the “Seller "Buyer's Inventory Objection”"). Any Seller The Buyer's Inventory Objection will shall set forth a description in reasonable detail of the basis of the Seller Buyer's Inventory Objection and the specific adjustments to the values value of inventory reflected in on the Closing Inventory Statement prepared by Acquiror which Seller that Buyer believes should be made. Any items not disputed during the foregoing 3020-day period will shall be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by SellerBuyer. (c) If Seller Sellers and Acquiror Buyer are unable to resolve any all of their disputes with respect to the Closing Inventory Statement within 30 days following Acquiror’s Sellers' receipt of the Seller Objection pursuant Buyer's Inventory Objection, they shall refer their remaining differences to Section 1.10(b)the Arbitrator for decision, the Parties agree to submit the dispute to administered expert proceedings in accordance which decision shall be made consistent with the Rules for principles set forth in this Section 2.05 within 30 days and shall be final and binding on the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree parties, provided that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written Arbitrator's determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or set forth in the Closing Statement for which a Buyer's Inventory Objection shall not be more beneficial to Sellers than the determination is to be made of that item by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items Sellers in the Closing Inventory Statement or more beneficial to Buyer than the determination of that item in the Buyer's Inventory Objection. Any expenses relating to the engagement of the Arbitrator shall be shared equally by Sellers, on the one hand, and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing Buyer, on the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreementhand. (d) The Parties will use their reasonable best efforts to cause Closing Inventory Statement shall become final and binding on the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error parties upon the earliest of (i) if no Seller Buyer's Inventory Objection has been given, the expiration of the period within which Seller Buyer must make its objection pursuant to Section 1.10(b)2.05(b) hereof, (ii) the agreement in writing by Seller Sellers and Acquiror Buyer that the Closing Inventory Statement, together with any modifications thereto agreed to by Seller Sellers and AcquirorBuyer, is finalshall be final and binding, binding and not appealable by the Parties, and or (iii) the date on which the Accounting Firm issues Arbitrator shall issue its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b)Inventory Statement. The Closing Inventory Statement, as submitted by Acquiror Sellers if no timely Seller Buyer's Inventory Objection has been given, given or as adjusted pursuant to any agreement between the Parties parties or as finally determined pursuant to the decision of the Accounting FirmArbitrator, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdictionin each case pursuant to this Section 2.05, is herein referred to as the “"Final Closing Inventory Statement.” The value " (e) Within five business days following issuance of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything Statement, Sellers or Buyer, as applicable, shall pay, as an adjustment to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less thanPurchase Price, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment net adjustment payment payable pursuant to this Section 1.10(f2.05(e) will be paid (the "Inventory Adjustment Payment") (if any) and interest thereon by wire transfer of immediately available funds to a bank account or bank accounts designated in writing by Seller Sellers or AcquirorBuyer, as applicable. The “Closing Rochas Inventory Payment” will be equal to If the aggregate value of inventory reflected on the Final Closing Inventory Amount minus Statement exceeds the Estimated Closing Perpetual Inventory AmountValue, the Inventory Adjustment Payment shall be made by Buyer and shall equal the amount of such excess. If the aggregate value of inventory reflected on the Final Closing Rochas Inventory Payment Statement is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller less than the Closing Rochas Perpetual Inventory PaymentValue, the Inventory Adjustment Payment shall be made by Sellers and shall equal the amount of such shortfall. If the Closing Rochas The Inventory Adjustment Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (gif any) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with shall bear interest on such amount, from the Closing Date to the date of such paymentpayment at the Closing Date Interest Rate, which interest shall be calculated on the basis of a 365-day year and the EURIBOR 1-month lending rate actual number of days elapsed and such interest shall be paid on the Closing Date plus 2.0%, no later than 5 Business Days same date and in the same manner as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaimInventory Adjustment Payment.

Inventory Adjustment. (a) Within 90 30 days following after the Closing Date, Acquiror the Vendor will prepare and deliver to Seller provide the Purchaser with a statement setting forth Acquiror’s calculation of the value Effective Time Inventory and Base Inventory. The calculation of the Rochas Inventory, as determined pursuant to Section 1.09 of the Seller Disclosure Letter (the “Closing Statement”). The Closing Statement will Effective Time Inventory shall be prepared in a manner on the same basis and format consistent with the same accounting policiesstandards, procedures methods and principles policies used in compiling the Base Inventory. The Purchaser, acting reasonably, shall have 30 days to determine review and approve the Estimated Closing Statement as set forth in Section 1.09 calculation of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will Effective Time Inventory and Base Inventory or to provide to Acquiror and its accountants access during normal business hours written notice to the books and records, Vendor of any other information, and any employees of Seller or any other member objections of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation Purchaser to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. (b) For a period of 30 days after delivery calculation of the Closing StatementEffective Time Inventory and Base Inventory. If, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare at the Closing Statement and not already in end of the possession or under 45 day period following the control of Seller Vendor's delivery to the extent reasonably related to Purchaser of such calculations, the determinations contemplated by this Section 1.10. The Closing Statement will parties have not agreed on such calculations, then the calculation of the Effective Time Inventory shall be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror determined in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller determination shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable subject to appeal) by an independent nationally-recognized accounting firm selected by agreement between the parties within 5 days following the expiration of such 45 day period. Such accounting firm shall make such determination within 30 days of the engagement of such accounting firm by the Parties as to each such disputed itemparties. The Accounting Firm will act as an expert costs and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties expenses of such accounting firm shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made borne by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 party whose position with respect to the interpretation or application calculation of the present Inventory Adjustment is furthest from such accounting firm's determination of the Inventory Adjustment. (b) If the Effective Time Inventory is more than the Base Inventory, the Purchaser shall pay the Vendor the Inventory Adjustment. If the Effective Time Inventory is less than the Base Inventory, the Vendor shall pay the Purchaser the Inventory Adjustment. The party obligated to pay the Inventory Adjustment hereunder ("the "INVENTORY ADJUSTMENT PAYOR") shall pay the Inventory Adjustment within 60 days of the Closing Date by wire transfer in immediately available funds in accordance with instructions to be provided by the party to be paid. In the event of a dispute between the parties as to the Inventory Adjustment calculation, the Inventory Adjustment Payor shall pay the undisputed amount within 60 days of the Closing Date and shall pay any remaining amount within fifteen (10) days of the determination by the accounting firm referenced in Section 3.5(a). The Inventory Adjustment Payor unconditionally and irrevocably guarantees in favour of the party to be paid the due and punctual payment of any amounts due and owing under this Section 3.5. This shall be a continuing, absolute and unconditional guarantee and shall not be subject to any set-off, counterclaim, violation or other diminution or any other provision of this Agreement. (dc) The Parties will use their reasonable best efforts parties agree that if, the Purchaser has not been able to cause sell all of the Accounting Firm to (i) to send Increased Non-Medical Inventory within the four-month period following the Closing Date, the Purchaser shall so notify the Vendor and the Vendor shall purchase any unsold portion of the Increased Non-Medical Inventory from the Purchaser for the same amount that the Purchaser paid to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment Vendor for said unsold portion of the Accounting FirmIncreased Non-Medical Inventory. In such case, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth Purchaser shall, at its final calculation expense, return the unsold portion of the inventory adjustment Increased Non-Medical Inventory to the Vendor and the Vendor shall remit payment to the Purchaser within 45 Business Days thirty days after said return. Purchaser agrees that to the extent that any orders it fills during the four month period specified above can reasonably be filled from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d)Non-Medical Related Inventory, including the fees and expenses of the Accounting Firm, such sales will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report considered sales of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event Increased Non-Medical Inventory for purposes of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment3.5(c). (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim.

Inventory Adjustment. The Closing Date Inventory Amount shall be determined as follows: (ai) Within 90 The Buyer and the Seller shall jointly engage the Neutral Accountant to make a physical count of the Inventory no earlier than thirty (30) days following prior to the Closing Date and a determination of the book value of the Inventory as of the Closing Date determined in accordance with Section 1.2(d)(ii). With respect to any Inventory location for which (A) the third party service provider that manages such Inventory location has received an unqualified opinion on a Report on Controls Placed in Operation and Tests of Operating Effectiveness (SAS 70 Type II) or (B) the net book value of the Inventory at such location is less than $100,000, the Parties will rely on the physical count made by the third party service provider that manages such Inventory location, provided that such physical count is made no earlier than thirty (30) days prior to the Closing Date, Acquiror . The Parties will prepare and deliver rely upon the physical count made by any such third party service provider to Seller a statement setting forth Acquiror’s calculation of calculate the net book value of the Rochas Inventory, as determined pursuant to Section 1.09 Inventory at the locations referenced in the preceding sentence on the Closing Date. The fees and expenses of the Seller Disclosure Letter Neutral Accountant shall be shared equally by the Buyer and the Seller, with each Party being severally, but not jointly, responsible for one half (the “Closing Statement”). The Closing Statement will be prepared in a manner 1/2) of such fees and format consistent with the accounting policies, procedures and principles used to determine the Estimated Closing Statement as set forth in Section 1.09 of the Seller Disclosure Letter. Upon the request of Acquiror, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10expenses. (bii) For a period of 30 days after delivery The Buyer and the Seller shall each be permitted to have one or more representatives present during such physical count. The Neutral Accountant shall (A) determine the book value of the Closing StatementInventory in accordance with GAAP, Acquiror will provide Seller with reasonable access to all bookswhich Inventory shall also exclude the Expired Inventory, recordsand be valued at the lower of cost or net realizable value on a first-in, work papers, personnel first-out basis and other materials and sources used by Acquiror to prepare (B) deliver on the Closing Statement and not already in the possession or under the control of Seller Date to the extent reasonably related to Buyer and the determinations contemplated by this Section 1.10. The Seller a report (the "Actual Closing Statement will Date Inventory Report"), which shall be binding on the Buyer and conclusive uponthe Seller, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery reflecting its determinations regarding the book value of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set Inventory and setting forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in Inventory amount if any (the "Actual Closing Statement prepared by Acquiror which Seller believes should be madeDate Inventory Amount"). Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect Notwithstanding anything contained herein to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participate, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to such Closing Statement pursuant to Section 1.10(b). The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.” Notwithstanding anything to the contrary herein, including by determination of the Accounting Firmcontrary, in no event will shall the Final Actual Closing Date Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amountexceed $1,800,000. (f) The Closing Rochas Inventory Payment payable pursuant to this Section 1.10(f) will be paid by wire transfer of immediately available funds to a bank account or accounts designated by Seller or Acquiror, as applicable. The “Closing Rochas Inventory Payment” will be equal to the Final Inventory Amount minus the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Payment. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim.

Inventory Adjustment. (a) Within 90 Not later than thirty (30) days following after the Closing Effective Date, Acquiror will Seller shall prepare and deliver to Seller a statement setting forth AcquirorPurchaser Seller’s calculation of the value of the Rochas Inventory, Inventory as determined pursuant to Section 1.09 of the Seller Disclosure Letter Effective Date (the “Closing StatementInventory Value”). The Closing Statement will Seller shall prepare the calculation of the Inventory Value in accordance with Seller’s books and records and past practices. Seller shall also provide to Purchaser reasonable access to documents used by Seller in preparing the calculation of the Inventory Value. During the thirty (30) days after the Effective Date, Purchaser and its duly authorized representatives shall have the right to conduct a physical inspection and count of the Inventory and shall have the right to visit, observe, and inspect the Inventory in order for Purchaser to verify the identity, count, and condition of the items included in the Inventory. If within fifteen days following delivery of the calculation of the Inventory Value (the “Adjustment Review Period”), Purchaser has not given Seller written notice (a “Dispute Notice”) of Purchaser’s objection to Seller’s calculation of the Inventory Value (any such notice to contain a statement of the basis of Purchaser’s objection), then Seller’s calculation of the Inventory Value shall be prepared used in determining the Final Inventory Value. If Purchaser delivers a manner Dispute Notice to Seller prior to the end of the Adjustment Review Period, then Purchaser and format consistent Seller shall, during the thirty (30) days following delivery of the Dispute Notice, work together in good faith to reach agreement on the disputed items or amounts in order to agree on the calculation of the Inventory Value. If, during such thirty (30) day period, Purchaser and Seller are unable to reach agreement on the calculation of the Inventory Value, then the issues in dispute shall be submitted for resolution in accordance with the terms of this Agreement to RSM Global, certified public accountants (or if RSM Global is unwilling to serve in such capacity, an independent certified public accounting policiesfirm mutually agreeable to Purchaser and Seller) (the “Accountants”). If issues in dispute are submitted to the Accountants for resolution, procedures (i) each Party shall furnish to the Accountants such work papers and principles used other documents and information relating to determine the Estimated Closing Statement disputed issues as the Accountants may request and are available to that Party, and each Party shall be afforded the opportunity to present to the Accountants any material relating to the disputed issues and to discuss the disputed issues with the Accountants; (ii) the determination by the Accountants of the Final Inventory Value as set forth in Section 1.09 of a written notice delivered to both Parties by the Seller Disclosure Letter. Upon the request of AcquirorAccountants, Seller will provide to Acquiror and its accountants access during normal business hours to the books and records, any other information, and any employees of Seller or any other member of the Seller Group, that Seller determines is reasonably necessary for Acquiror to prepare the Closing Statement, to respond to any Seller Objection and to prepare materials for presentation to the Accounting Firm contemplated by this Section 1.10, and Seller will otherwise cooperate with and assist Acquiror as Acquiror may reasonably request to carry out the purposes of this Section 1.10. (b) For a period of 30 days after delivery of the Closing Statement, Acquiror will provide Seller with reasonable access to all books, records, work papers, personnel and other materials and sources used by Acquiror to prepare the Closing Statement and not already in the possession or under the control of Seller to the extent reasonably related to the determinations contemplated by this Section 1.10. The Closing Statement will shall be binding and conclusive upon, and deemed accepted by, Seller unless Seller notifies Acquiror in writing within 30 days after delivery of the Closing Statement of any good faith objection thereto (the “Seller Objection”). Any Seller Objection will set forth a description in reasonable detail of the basis of the Seller Objection and the specific adjustments to the values reflected in the Closing Statement prepared by Acquiror which Seller believes should be made. Any items not disputed during the foregoing 30-day period will be deemed to have been accepted by Seller, without reservations, and will be final and binding on the Parties. In the event a Seller Objection is sent to Acquiror; and (iii) Purchaser, Acquiror and Seller shall attempt to reach an Agreement on the specific adjustments raised by one hand, and Seller. (c) If Seller and Acquiror are unable to resolve any of their disputes with respect to the Closing Statement within 30 days following Acquiror’s receipt of the Seller Objection pursuant to Section 1.10(b), the Parties agree to submit the dispute to administered expert proceedings in accordance with the Rules for the Administration of Expert Proceedings of the International Chamber of Commerce (“ICC Expert Rules”). The Parties agree that the findings of the expert shall be contractually binding upon them. In this respect, either party may refer the remaining disputed items to an independent accounting firm mutually selected by Seller and Acquiror (the “Accounting Firm”) who will act as an expert pursuant to the ICC Expert Rules or in the event that the Parties are unable to agree on an independent accounting firm within 14 days following a notice by one of the Parties proposing an Accounting Firm, the Accounting Firm shall be selected pursuant to the ICC Expert Rules. The Accounting Firm shall make a written determination as to each then-remaining disputed item, which written determination will be final, binding and not appealable by the Parties as to each such disputed item. The Accounting Firm will act as an expert and not an arbitrator and will address only those items that are in dispute. If the Accounting Firm does not accept its appointment or cannot or will not carry out its duties for any reason or is materially conflicted, the Parties shall promptly meet to agree on a replacement. With respect to any item or the Closing Statement for which a determination is to be made by the Accounting Firm, the Accounting Firm shall remain within the range of values assigned to each items in the Closing Statement and the Seller Objection respectively. The Accounting Firm will not have any contacts with any Party without providing the other with a reasonable opportunity to participatehand, and shall provide each Party with any written documents provided to it by the other. The Accounting Firm will make its determinations pursuant to this Agreement and the most current financial information reasonably available in the Ordinary Course bear fifty percent (50%) of Rochas Business based on the materials submitted to it by the Parties subject to the terms of this Agreement. Each Party agrees to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification protections for the Accounting Firm. The Accounting Firm will comply with any arbitral decision rendered pursuant to Section 10.04 with respect to the interpretation or application of the present Agreement. (d) The Parties will use their reasonable best efforts to cause the Accounting Firm to (i) to send to the Parties a draft report setting out its preliminary conclusions within 20 Business Days from the appointment of the Accounting Firm, and to offer the Parties a reasonable opportunity to comment thereon and (ii) issue a report setting forth its final calculation of the inventory adjustment within 45 Business Days from the date of the appointment of the Accounting Firm. The costs of any dispute resolution pursuant to Section 1.10(e) and Section 1.10(d), including the fees and expenses of the Accounting Firm, will be borne by Seller and Acquiror in the proportion determined by Accounting Firm, which will base its decision upon the relative extent to which Seller’s and Acquiror’s relative positions regarding the inventory adjustment are upheld in the final report of the Accounting Firm. (e) The Closing Statement will become final, binding and not appealable by the Parties except in the event of a mathematical error upon the earliest of (i) if no Seller Objection has been given, the expiration of the period within which Seller must make its objection pursuant to Section 1.10(b), (ii) the agreement in writing by Seller and Acquiror that the Closing Statement, together with any modifications thereto agreed by Seller and Acquiror, is final, binding and not appealable by the Parties, and (iii) the date on which the Accounting Firm issues its written determination with respect to any dispute relating to Accountants for such Closing Statement pursuant to Section 1.10(b)determination. The Closing Statement, as submitted by Acquiror if no timely Seller Objection has been given, as adjusted pursuant to any agreement between the Parties or as finally determined pursuant to the decision of the Accounting Firm, when final, binding and not appealable by the Parties and upon which a judgment may be entered by a court of competent jurisdiction, is herein referred to as the “Final Closing Statement.” The value of the Rochas Inventory as set forth in the Final Closing Statement is the “Final Inventory Amount.Value” Notwithstanding anything to means the contrary herein, including by determination Inventory Value (1) as shown in Seller’s calculation of the Accounting Firm, in no event will the Final Inventory Amount be more than 6% greater than, nor more than 6% less than, the Estimated Inventory Amount. (f) The Closing Rochas Inventory Payment payable Value delivered pursuant to this Section 1.10(f1.5(a) will be paid if no Dispute Notice related to the Inventory Value is duly delivered pursuant to this Section 1.5(a); or (2) if such a Dispute Notice is delivered, (A) as agreed to by wire transfer Purchaser and Seller pursuant to this Section 1.5(a), or (B) in the absence of immediately available funds to a bank account or accounts designated by Seller or Acquirorsuch agreement, as applicableshown in the Accountants’ calculation delivered pursuant to this Section 1.5(a). The “Closing Rochas Inventory Payment” will be equal Notwithstanding the foregoing, the Accountant shall only consider and shall only have authority to resolve those matters specifically referred to it for resolution and cannot make a change to the Final Inventory Amount minus Value that is greater than the Estimated Inventory Amount. If the Closing Rochas Inventory Payment is positive, then Acquiror will pay, on a Dollar for Dollar basis, to Seller the Closing Rochas Inventory Payment. If the Closing Rochas Inventory Payment is negative, then Seller will pay, on a Dollar for Dollar basis, to Acquiror the absolute value of the Closing Rochas Inventory Paymentamount in dispute. (g) Any amounts owed under Section 1.10(f) by Seller or Acquiror (as applicable) will be paid, together with interest on such amount, from the Closing Date to the date of such payment, calculated on the basis of the EURIBOR 1-month lending rate on the Closing Date plus 2.0%, no later than 5 Business Days as from the date of the Accounting Firm’s final report in immediately available funds to the bank accounts designated by Acquiror or Seller (as applicable), and such payments will be made to Acquiror or to Seller (as applicable) without any setoff, deduction or counterclaim.