Common use of Net Working Capital Adjustment Clause in Contracts

Net Working Capital Adjustment. Within sixty (60) days following the Closing Date, Plains may elect to prepare and deliver to MAP a statement ("Adjustment Statement") detailing, by item, any instances in which Plains believes that the Effective Time Working Capital Statement was not prepared in accordance with the definitions of Current Assets and Current Liabilities set forth in this Agreement, and the proposed resultant adjustments to Net Working Capital. Plains shall make available to MAP all information reasonably required to verify whether proposed adjustments detailed on the Adjustment Statement are correct. Within thirty (30) calendar days following the receipt of the Adjustment Statement, MAP may elect to dispute the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it shall be deemed to have agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work in good faith to resolve any disputed items. If they shall not so agree within thirty (30) calendar days following the date the dispute notice is received, then either MAP or Plains may cause the matter to be referred to the Arbitrator, by giving written notice to the other party and to the Arbitrator. The fees and expenses of the Arbitrator shall be borne 50% by Plains and 50% by MAP. The Arbitrator shall, within ninety (90) calendar days following the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be in accordance with the definitions contained in this Agreement. Such determination by the Arbitrator shall be final and binding on the parties for the purposes of computing any payment to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working Capital.

Net Working Capital Adjustment. (a) Within sixty thirty (6030) days following after the Closing Distribution Date, Plains may elect SDS shall cause to prepare be prepared and deliver delivered to MAP AS SpinCo a written statement ("Adjustment the “Initial Net Working Capital Statement"”) detailing, by item, any instances that shall set forth a calculation in which Plains believes that the Effective Time reasonable detail of SDS’s proposed calculation of Net Working Capital. The Initial Net Working Capital Statement was not shall be prepared in accordance with the definitions practices and methodologies applied in preparing the Example Statement of Current Assets Net Working Capital and Current Liabilities shall be based exclusively on the facts and circumstances as they existed as of 11:59 pm on the Distribution Date, provided that the effects of the AS Separation Transaction and any event, act, change in circumstances or similar development arising or occurring after the Distribution Date shall be disregarded. In furtherance of the forgoing, (i) on or prior to April 7, 2014, AS SpinCo shall cause to be prepared and delivered to SDS trial balance financial packages for the quarterly period ended March 31, 2014, which trial balance packages shall include all members of the Availability Group consistent with what has historically been provided to SDS for purposes of its consolidation and external SEC reporting requirements; and (ii) on or prior to April 8, 2014, AS SpinCo shall cause to be prepared and delivered to SDS all required supporting Khalix schedules typically provided to SDS. (b) If AS SpinCo does not give written notice to SDS that it disputes any aspect of the Initial Net Working Capital Statement (an “Adjustment Dispute Notice”) within fifteen (15) days of receiving the Initial Net Working Capital Statement, AS SpinCo agrees that the Initial Net Working Capital Statement shall be deemed to set forth in this Agreement, and the proposed resultant adjustments to final Net Working Capital. Plains Prior to the end of such fifteen (15) day period, AS SpinCo may accept the Initial Net Working Capital Statement by delivering written notice to that effect to SDS, in which case the final Net Working Capital shall make available equal the Net Working Capital set forth in the Initial Net Working Capital Statement. If AS SpinCo gives an Adjustment Dispute Notice to MAP all information reasonably required SDS within such fifteen (15) day period, AS SpinCo and SDS shall use commercially reasonable efforts to verify whether proposed adjustments detailed on resolve the Adjustment Statement are correct. Within dispute during the thirty (30) calendar days following day period commencing on the receipt of date SDS receives the Adjustment Statement, MAP may elect to dispute the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such disputeDispute Notice from AS SpinCo. If MAP SDS and AS SpinCo agree upon a final resolution with respect to all disputed items within such thirty (30) day period, then the Initial Net Working Capital Statement shall not have given a timely dispute notice be revised as appropriate to Plains disagreeing with the Adjustment Statementreflect such resolution by SDS and AS SpinCo and, it as so revised, such Initial Net Working Capital Statement shall be deemed to have agreed with set forth the Adjustment Statementfinal Net Working Capital. If MAP shall give SDS and AS SpinCo do not agree upon a timely dispute notice, MAP and Plains shall work in good faith final resolution with respect to resolve any disputed itemsitems within such thirty (30) day period, then the remaining items in dispute shall be submitted immediately to the Accounting Firm. If they The Accounting Firm shall not so agree be requested to render a determination of the applicable dispute within thirty (30) calendar days following the date the dispute notice is received, then either MAP or Plains may cause after referral of the matter to such Accounting Firm, which determination must be referred in writing and must set forth, in reasonable detail, the basis therefor. The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between SDS and AS SpinCo, and any associated engagement fees shall be initially borne fifty percent (50%) by SDS and fifty percent (50%) by AS SpinCo; provided that such fees shall ultimately be allocated between the parties in the same proportion that the aggregate amount of the remaining disputed items that were submitted to the Arbitrator, Accounting Firm that is unsuccessfully disputed by giving written notice each party (as finally determined by the Accounting Firm) bears to the total amount of such remaining disputed items so submitted. Except as provided in the preceding sentence, all other party and to the Arbitrator. The fees costs and expenses of incurred by the Arbitrator Parties in connection with resolving any dispute hereunder before the Accounting Firm shall be borne 50% by Plains the party incurring such cost and 50% by MAPexpense. In resolving the disputed items, the Accounting Firm shall (i) only consider those items and amounts as to which SDS and AS SpinCo have disagreed within the time periods and on the terms specified above and (ii) only make adjustments based on noncompliance with the practices and methodologies applied in preparing the Example Statement of Net Working Capital. The Arbitrator shalldetermination made by the Accounting Firm with respect to the remaining disputed items shall not exceed or be less than the amounts proposed by SDS and AS SpinCo, within ninety (90) calendar days following as the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be in accordance with the definitions contained in this Agreementcase may be. Such determination by of the Arbitrator Accounting Firm shall be final conclusive and binding on upon the parties for hereto. The Initial Net Working Capital Statement shall be revised as appropriate to reflect the purposes resolution of computing any payment objections thereto pursuant to be made under this Section 2.49.08 and, and may be enforced by appropriate judicial or other proceedings. Such paymentsas so revised, in either case, such Initial Net Working Capital Statement shall be made within fifteen (15) calendar days following deemed to set forth the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working Capital. (c) AS SpinCo shall, and shall cause the other members of the Availability Group to, make its financial records reasonably available to SDS and its accountants and other representatives at reasonable times at any time (in a manner so as to not interfere unreasonably with the normal business operations of the members of the Availability Group) for purposes of the preparation by SDS of, and the resolution of any objections with respect to, the Initial Net Working Capital Statement. Each Party shall, and shall cause the other members of its Group to, make its financial records reasonably available to the Accounting Firm at reasonable times at any time (in a manner so as to not interfere unreasonably with the normal business operations of the members of each Group) during the review by the Accounting Firm of, and the resolution of any objections with respect to, the Initial Net Working Capital Statement (d) From the Distribution Date through the date of resolution of any objections to the Initial Net Working Capital Statement pursuant to this Section 9.08, AS SpinCo shall not, and shall cause the other members of the Availability Group not to, take any actions with respect to any accounting books, records, policy or procedure of the Availability Group on which the Net Working Capital is to be based that would make it impossible or impracticable to calculate the Net Working Capital in the manner and utilizing the methods required hereby. (e) Promptly (and in any event within three (3) Business Days) following the determination of the final Net Working Capital in accordance with this Section 9.08, AS SpinCo or SDS, as applicable, shall make the following payment in immediately available funds: (i) If the final Net Working Capital is greater (a smaller negative number) than negative $126 million, AS SpinCo shall pay to SDS an amount equal to the amount by which the final Net Working Capital is greater than negative $126 million; and (ii) If the final Net Working Capital is less (a larger negative number) than negative $136 million, SDS shall pay to AS SpinCo an amount equal to the amount by which the final Net Working Capital is less than negative $136 million.

Net Working Capital Adjustment. Within sixty The adjustment to the Base Price with respect to Net Working Capital shall be determined in accordance with the following provisions: (60a) days following At least five (5) Business Days prior to the Closing Date, Plains may elect to prepare and ParentCo shall deliver to MAP the Purchaser a statement report setting forth ("Adjustment Statement"i) detailinga good faith estimate of the Net Working Capital, based on current information then reasonably available to the Sellers and broken down on a line-item basis, together with reasonable documentation in support of such estimate (including at a minimum a complete aging report of all Accounts Receivable and a report of all Inventory, with such Accounts Receivable and Inventory reports being the most recently available weekly accounts receivable report and monthly inventory report before such date of delivery by itemParentCo) and, any instances in which Plains believes that based thereon, the Effective Time upwards or downwards adjustment to be made to the Base Price for purposes of determining the Closing Payment (the “Initial Net Working Capital Statement was Adjustment”). The Initial Net Working Capital Adjustment shall be subject to the review and approval of the Purchaser upon receipt, acting reasonably and in good faith (which approval shall be for Closing purposes only and shall not prepared constitute the Purchaser’s acceptance of the Initial Net Working Capital Adjustment as the definitive determination of the Net Working Capital), and the Purchaser shall have two (2) Business Days to submit any objection to the Initial Net Working Capital Adjustment to ParentCo; provided that such objection must be submitted in writing setting forth in reasonable detail the Purchaser’s objection; and provided further that such objection may only be based on (i) the failure of ParentCo to provide adequate back-up information or documentation for the Initial Net Working Capital Adjustment, (ii) a deviation from available financial information on which the Initial Net Working Capital Adjustment is to be based, (iii) the failure of the Initial Net Working Capital Adjustment to be calculated in accordance with the definitions requirements of Current Assets and Current Liabilities set forth in this Agreement, and (iv) the proposed resultant adjustments to failure of the Initial Net Working Capital. Plains Capital Adjustment to be calculated in accordance with GAAP (except as such failure is expressly permitted or required pursuant to this Agreement), or (v) calculation error. (b) Within forty-five (45) days after the Closing Date, the Purchaser shall make available deliver to MAP all information reasonably required to verify whether proposed adjustments detailed ParentCo a report showing (i) the Purchaser’s determination of the actual Net Working Capital based on the Adjustment Statement are correctPurchaser’s review of the Transferred Assets and Assumed Liabilities existing as of the Effective Time, which report shall be in reasonable detail and broken down on a line-item basis, together with reasonable documentation in support of such determination (including at a minimum a complete aging report of all Accounts Receivable and a report of all Inventory, with such Accounts Receivable and Inventory reports having been prepared as of the Effective Time) and, based thereon, the upwards or downwards adjustment to be made to the Base Price for purposes of determining the Purchase Price (the “Post-Closing Net Working Capital Adjustment”). Within ParentCo shall have thirty (30) calendar days following the (or more, if mutually agreed upon by ParentCo and Purchaser) after its receipt of the Post-Closing Net Working Capital Adjustment Statementto give written notice (an “Objection Notice “) to the Purchaser of any objection to the Post-Closing Net Working Capital Adjustment. Any Objection Notice must specify in reasonable detail the objections of ParentCo and may only be based on (i) the failure of the Purchaser to provide adequate back-up information or documentation for the Post-Closing Net Working Capital Adjustment, MAP (ii) a deviation from available financial information on which the Post-Closing Net Working Capital Adjustment is to be based, (iii) the failure of the Post-Closing Net Working Capital Adjustment to be calculated in accordance with the requirements of this Agreement, (iv) the failure of the Post-Closing Net Working Capital Adjustment to be calculated in accordance with GAAP (except as such failure is expressly permitted or required pursuant to this Agreement), or (v) calculation error. During such thirty (30)-day (or more, if mutually agreed upon by ParentCo and Purchaser) period, the Purchaser shall provide ParentCo and its Representatives with access to the relevant books, records and personnel of the Purchaser reasonably requested by ParentCo to assist ParentCo in its review of the Post-Closing Net Working Capital Adjustment. (c) If, within the thirty (30)-day (or more, if mutually agreed upon by ParentCo and Purchaser) period referred to in Section 1.11(b), an Objection Notice that meets the requirements of Section 1.11(b) is delivered by ParentCo to the Purchaser, Representatives of ParentCo and the Purchaser shall confer in good faith for up to ten (10) days (or such longer period as they may elect agree) after the date of the Purchaser’s receipt of the Objection Notice to dispute resolve the objections raised by ParentCo. If such parties are unable to resolve all such objections within such period, then at any time thereafter, ParentCo or the Purchaser may require that the objection raised by ParentCo be immediately submitted to the Bankruptcy Court for resolution, whereupon the parties shall cooperate reasonably and in good faith to establish fast-track procedures for presenting their respective positions to the Bankruptcy Court. In any such submission to the Bankruptcy Court, the Purchaser may request that the Bankruptcy Court toll the remainder of the one hundred five (105)-day time period for holding of funds in the Adjustment Statement Escrow Account pending the Bankruptcy Court’s determination of the matter in question. Any determination of the Bankruptcy Court with respect to the matters that are the subject of ParentCo’s objection shall be final, binding and conclusive on the parties hereto. (d) Upon the first (1st) to occur of, (i) the written agreement between ParentCo and the Purchaser as to the Post-Closing Net Working Capital Adjustment, including any amendment to be made thereto, (ii) the passage of the thirty (30)-day (or more, if mutually agreed upon by giving written notice to Plains detailing each item disputed by MAP ParentCo and setting forth Purchaser) period after ParentCo has received the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Post-Closing Net Working Capital Adjustment Statement, it without ParentCo’s delivery of an Objection Notice (in which case ParentCo shall be deemed to have accepted and agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work in good faith to resolve any disputed items. If they shall not so agree within thirty (30) calendar days following the date the dispute notice is received, then either MAP or Plains may cause the matter to be referred to the ArbitratorPost-Closing Net Working Capital Adjustment), by giving written notice to or (iii) the other party and to the Arbitrator. The fees and expenses determination of the Arbitrator shall be borne 50% by Plains and 50% by MAP. The Arbitrator shall, within ninety (90) calendar days following the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement Bankruptcy Court of all matters that is are the subject of disagreement among an Objection Notice, the Net Working Capital, as finally determined pursuant to one or more of the foregoing (the “Final Net Working Capital Adjustment”) shall be final, binding and conclusive on the parties should be made; providedhereto. (e) For purposes of calculating the Initial Net Working Capital Adjustment, howeverthe Post-Closing Net Working Capital Adjustment and the Final Net Working Capital Adjustment, that any adjustments the Warranty Liabilities assumed by the Purchaser pursuant to Section 1.3(d) shall be deemed to constitute a current liability in an aggregate amount equal to the lesser of (A) such amount determined (in each case, based on and using the Sellers’ historical warranty information) (i) in accordance with GAAP and (ii) the definitions contained in this Agreement. Such determination accounting methodologies used to calculate warranty reserves by the Arbitrator shall be final Cavco Industries, Inc., a Delaware corporation, and binding on (B) $9,500,000.00, and the parties for shall prepare and settle such adjustments using such lesser amount. (f) If the purposes of computing any payment to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement amount of the parties or Final Net Working Capital Adjustment exceeds the amount of the Initial Net Working Capital Adjustment, then, within five (5) Business Days after the determination of the Final Net Working Capital Adjustment Amount, the Purchaser shall pay to ParentCo, on behalf of the Sellers, the amount of such excess by wire transfer of immediately available funds to the Arbitratorbank account to which the Purchaser wire transferred the portion of the Closing Payment referred to in Section 1.6(b). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to amount of the Final Net Working CapitalCapital Adjustment Amount is less than the amount of the Initial Net Working Capital Adjustment, then, within five (5) Business Days after the determination of the Final Net Working Capital Adjustment, ParentCo, on behalf of the Sellers, shall refund to the Purchaser the amount of such shortfall by wire transfer of immediately available funds to a bank account specified by the Purchaser in writing to ParentCo. Such payment shall first be made by ParentCo from and up to the Adjustment Escrow Account, with any additional amount due not capable of being satisfied by funds in the Adjustment Escrow Account being paid directly by the Sellers. (g) If, after final payment of amounts due under Section 1.11(f), any funds remain in the Adjustment Escrow Account, ParentCo shall be entitled to release such funds from the Adjustment Escrow Account and retain them for its own account.

Net Working Capital Adjustment. Within sixty (60a) days following The Company will deliver to Purchaser the Company’s good-faith estimate, together with reasonable supporting detail, of the Adjustment Amount (the “Estimated Adjustment Amount”) no later than three (3) Business Days prior to the Closing Date, Plains may elect . The Estimated Adjustment Amount will be based on the Company’s books and records and other information then available. Purchaser shall have the right to prepare review the Estimated Adjustment Amount and deliver to MAP a statement ("Adjustment Statement") detailing, by item, any instances in which Plains believes that the Effective Time Working Capital Statement was not prepared in accordance with the definitions of Current Assets and Current Liabilities set forth in this Agreementobject thereto, and the proposed resultant adjustments to Net Working Capital. Plains shall make available to MAP all information reasonably required to verify whether proposed adjustments detailed Company, on the Adjustment Statement are correct. Within thirty (30) calendar days following one hand, and Purchaser, on the receipt of the Adjustment Statementother hand, MAP may elect to dispute the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it shall be deemed to have agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work cooperate in good faith to resolve any disputed itemssuch objections prior to the Closing and update the Estimated Adjustment Amount accordingly. In connection with Purchaser’s review of the Estimated Adjustment Amount, the Company shall provide to Purchaser such access to the Company’s books and records as Purchaser shall reasonably request. (b) The Merger Consideration paid on the Closing Date (the “Estimated Merger Consideration”) will be based on the Estimated Adjustment Amount. Purchaser and the Company acknowledge and agree that the exact amount of the Merger Consideration will not be known as of the Closing Date and that the Estimated Merger Consideration paid on the Closing Date is an estimate of the Merger Consideration which may need to be adjusted subsequent to the Closing Date on the basis set forth in this Agreement. Accordingly, as soon as practicable following the Closing Date, but in no event later than sixty (60) days after the Closing Date, Purchaser will prepare and deliver to the Shareholders’ Agent (i) a balance sheet of the Company as of the open of business on the Closing Date (the “Closing Date Balance Sheet”) prepared in accordance with GAAP in accordance with the Company’s past 15 Confidential Treatment Requested practices, (ii) a determination of the Net Working Capital as of the Closing Date, (iii) the Adjustment Amount, and (iv) a statement setting forth the determination of the resulting Merger Consideration (the “Merger Consideration Statement”). The components of the Adjustment Amount will be determined in accordance with GAAP in accordance with the Company’s past practices. (c) The Shareholders’ Agent and the Representatives of the Shareholders’ Agent will have the right to review all records, work papers and calculations related to the Closing Date Balance Sheet, Net Working Capital determination (as of the Closing Date), Adjustment Amount and the Merger Consideration Statement. The Shareholders’ Agent will have thirty (30) days after delivery of the Merger Consideration Statement in which to notify Purchaser in writing (such notice, a “Merger Consideration Dispute Notice”) of any discrepancy in, or disagreement with, the items reflected on the Merger Consideration Statement (and specifying the amount in dispute and setting forth in reasonable detail the basis for such discrepancy or disagreement), and upon agreement by Purchaser regarding the adjustment requested by the Shareholders’ Agent, an appropriate adjustment will be made thereto. If they shall the Shareholders’ Agent does not so deliver a Merger Consideration Dispute Notice to Purchaser during such thirty (30) day period, the Merger Consideration Statement will be deemed to be accepted in the form presented to the Shareholders’ Agent. If Purchaser and the Shareholders’ Agent do not agree (within thirty (30) calendar days following after timely delivery of the date Merger Consideration Dispute Notice) to resolve any discrepancy or disagreement therein, the dispute notice is received, then either MAP discrepancy or Plains may cause disagreement will be submitted for review and final determination by the matter to Independent Accounting Firm. The review of the Independent Accounting Firm will be referred limited to the Arbitratordiscrepancies and disagreements set forth in the Merger Consideration Dispute Notice, by giving written notice to and the other party resolution of such discrepancies and to disagreements and the Arbitrator. The fees and expenses determination of the Arbitrator shall Merger Consideration by the Independent Accounting Firm will be borne 50% by Plains and 50% by MAP. The Arbitrator shall(i) in writing, within ninety (90ii) calendar days following the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be made in accordance with GAAP in accordance with the definitions contained Company’s past practices, (iii) with respect to any specific discrepancy or disagreement, no greater than the higher amount calculated by Purchaser or the Shareholders’ Agent, as the case may be, and no lower than the lower amount calculated by Purchaser or the Shareholders’ Agent as the case may be, (iv) made as promptly as practical after the submission of such discrepancies and disagreements to the Independent Accounting Firm (but in this Agreement. Such determination by no event later than thirty (30) days after the Arbitrator shall be date of submission), and (v) final and binding upon, and non-appealable by, the parties to this Agreement and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. All expenses and fees of the Independent Accounting Firm will be borne one-half (1/2) by Purchaser, on the parties one hand, and one-half (1/2) by the Company Holders (in accordance with their Company Holder Percentage Interests), on the other hand. (d) If the Merger Consideration as finally determined pursuant to Section 2.13(c) exceeds the Merger Consideration paid on the Effective Date, Purchaser will promptly pay to the Paying Agent the Additional Merger Consideration by wire transfer of immediately available funds for distribution to the purposes Company Holders (in accordance with each Company Holder’s Percentage Interest), provided that, with respect to holders of computing any payment cancelled Vested Company Options, Purchaser will promptly pay to the Surviving Corporation such Additional Merger Consideration to be made under this distributed to the holders of cancelled Vested Company Options through the Surviving Corporation’s payroll system, net of applicable Tax withholding. If the Merger Consideration as finally determined pursuant to Section 2.42.13(c) is less than the Merger Consideration paid on the Effective Date, the Shareholders’ Agent and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following Purchaser will promptly instruct the final determination (whether by agreement Escrow Agent to pay the amount of such excess to Purchaser out of the parties or determination by Adjustment Portion of the Arbitrator)Escrow Fund. If Plains elects not the Adjustment Portion of the Escrow Fund is insufficient to furnish MAP an Adjustment Statement within sixty (60) calendar days following cover the Closing Dateamount of such excess, then Plains the Escrow Agent shall have no further right distribute the entire Adjustment Portion of the Escrow Fund to seek payment for adjustments Purchaser as provided above and the Shareholders’ Agent and Purchaser will promptly instruct the Escrow Agent to Net Working Capitalpay the amount of such deficiency to Purchaser out of the Indemnity Portion of the Escrow Fund, provided that the Company Holders shall promptly thereafter deliver to the Escrow Agent the amount that was distributed from the Indemnity Portion to pay any such deficiency.

Net Working Capital Adjustment. Within sixty (60a) The parties hereto expect and intend that, from December 31, 2003 through Closing, the Acquired Corporations have been and will be operated in a manner consistent with prior practices, and consistent with the Acquired Corporations’ ongoing operations. (b) At least two (2) business days following prior to the Closing Dateestimated Closing, Plains may elect to Holdings and the Company shall prepare in good faith and deliver to MAP Parent a preliminary projected balance sheet as of the anticipated Closing (the “Closing Balance Sheet”). The Closing Balance Sheet shall be prepared according to GAAP consistent with the Company’s past practices and shall be accompanied by a projected statement of income in accordance with GAAP consistent with the Company’s past practices for the period ended at the anticipated Closing ("Adjustment the “Closing Statement"”). In addition, the Company shall provide a schedule reasonably detailing the Company’s estimate as of the projected Closing (the “Company Estimated NWC”) detailing, by item, any instances in which Plains believes that of the Effective Time net working capital of the Company (the “Net Working Capital Statement was not Capital”) prepared in accordance with the definitions of Current Assets and Current Liabilities provisions set forth on Exhibits 2.6(b) and 2.6(b)(i). The Company shall consult with Parent during the preparation of the Company Closing Balance Sheet, the Closing Statement and the Company Estimated NWC. (c) As promptly as practicable after the Closing, but in this Agreementno event more than twenty-one (21) days after the Closing, Parent shall prepare a schedule calculating the Net Working Capital prepared in accordance with the provisions set forth on Exhibits 2.6(b) and 2.6(b)(i) (the “Parent Estimated NWC”), and may engage KPMG LLP or such other nationally recognized accounting firm to verify the proposed resultant adjustments determination of the Parent Estimated NWC at Parent’s sole cost. The Parent Estimated NWC shall be prepared in accordance with the provisions set forth on Exhibits 2.6(b) and 2.6(b)(i). The Parent Estimated NWC shall be promptly delivered to the Stockholder Representative as soon as it is available for review and comment, and Parent and the Stockholder Representative shall thereafter attempt to reach agreement on the Parent Estimated NWC. Parent and the Stockholder Representative shall have access to the work papers of Holdings, Company and Parent used in the preparation of the Parent Estimated NWC. (d) If the Stockholder Representative and Parent are unable to agree on the Parent Estimated NWC and the amount(s) to be paid in accordance with the Net Working Capital. Plains Capital provisions of this Section 2.6, then the Stockholder Representative shall make available present any objections or comments in writing to MAP all information reasonably required to verify whether proposed adjustments detailed on Parent no later than ten (10) days after the Adjustment Statement are correct. Within thirty (30) calendar days following the Stockholder Representative’s receipt of the Adjustment StatementParent Estimated NWC, MAP may elect to dispute specifying in reasonable detail any objections thereto (the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP “NWC Dispute Notice”). Parent and setting forth the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it Company shall be deemed to have agreed with all other items and amounts contained in the Adjustment StatementParent Estimated NWC. If MAP shall give a timely dispute noticewithin twenty (20) business days after Parent’s receipt of the NWC Dispute Notice, MAP Parent and Plains shall work in good faith the Stockholder Representative are unable to resolve any disputed itemsinformally matters raised by the NWC Dispute Notice and the Stockholder Representative has not retracted the NWC Dispute Notice, the parties shall submit the NWC Dispute Notice to the Accounting Arbitrator for resolution. If they the parties are unable to agree upon one Accounting Arbitrator, each shall not so agree appoint an Accounting Arbitrator and these appointees shall appoint a third Accounting Arbitrator (collectively the “Accounting Arbitrators”), in which case the resolution of the items contained in the NWC Dispute Notice shall be made by a majority decision of the Accounting Arbitrators. The Accounting Arbitrator(s) shall be directed to make a resolution within thirty (30) calendar days following of engagement limited to those areas at issue and determined in accordance with Exhibits 2.6(b) and 2.6(b)(i), and such resolution shall be conclusive and binding on all parties. Parent and the date Stockholder Representative shall each pay the dispute notice is received, then either MAP or Plains may cause the matter to be referred to the costs and expense of their own Accounting Arbitrator, by giving written notice to accountants and attorneys and shall bear equally the other party and to the Arbitrator. The fees and expenses expense of the Arbitrator shall be borne 50% by Plains and 50% by MAP. The Arbitrator shall, within ninety independent Accounting Arbitrator. (90e) calendar days following To the date such matter is referred to it, determine whether any adjustment proposed on extent that the Adjustment Statement that is Company’s Net Working Capital as of the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be Closing (as finally determined in accordance with the definitions contained provisions set forth above, a “Final NWC Determination”) results in a Net Working Capital figure of over $9,000,000, then no adjustment of Merger Consideration shall be required. (f) To the extent that a Final NWC Determination results in a Net Working Capital figure that is less than $9,000,000 (with the amount by which $10,000,000 exceeds the Net Working Capital being the “Final NWC Decrease”), then within five (5) business days following such Final NWC Determination, the Stockholder Representative shall pay Parent an amount of cash equal to such Final NWC Decrease from the Indemnity Account. (g) Any adjustments in connection with the Net Working Capital in this Agreement. Such determination by the Arbitrator Section 2.6 shall be final treated as a decrease in the Merger Consideration. (h) Upon the Final NWC Determination and binding on payment of the parties for the purposes of computing any payment to be made under this Section 2.4Final NWC Decrease, if any, each Stockholder, Warrantholder and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, Optionholder shall be made within fifteen (15) calendar days following paid his, her or its Pro Rata Percentage of any balance in the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working CapitalIndemnity Account.

Net Working Capital Adjustment. Within sixty (60a) days following The Base Purchase Price shall be increased or decreased dollar-for-dollar by the amount (the “Net Working Capital Adjustment Amount”) that the Closing Net Working Capital, as finally determined as provided in this Section 2.5, is more than or less than the Target Net Working Capital. (b) In order to conclusively determine the Closing Net Working Capital and the Net Working Capital Adjustment Amount as of the Closing Date, Plains may elect Buyer will prepare or cause to prepare and deliver to MAP be prepared an unaudited balance sheet (the “Closing Balance Sheet”) of the Company as of the Closing Date, including a statement ("Adjustment Statement") detailing, by item, any instances in which Plains believes that computation of the Effective Time Closing Net Working Capital Statement was not prepared in accordance with the definitions illustrative computation of Current Assets and Current Liabilities Net Working Capital set forth in the Preliminary Report and a statement of the calculation of the resulting Net Working Capital Adjustment Amount. The Closing Net Working Capital shall be prepared and calculated by Buyer in good faith and consistent with the calculations set forth in the Preliminary Report, including the same line items included in the Preliminary Report. The parties agree that the purpose of the adjustment contemplated by this AgreementSection 2.5 with respect to Net Working Capital is to measure the amount of changes in Net Working Capital using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Preliminary Report, and such adjustment is not intended to permit the proposed resultant adjustments to introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purposes of determining Net Working Capital. Plains Notwithstanding anything to the contrary set forth herein, Buyer shall make available have the right to MAP all information reasonably required to verify whether proposed adjustments detailed on revise the Adjustment Statement are correct. Within thirty (30) calendar days following the receipt Closing Balance Sheet and Buyer’s calculation of the Adjustment StatementClosing Net Working Capital, MAP as the case may elect be, in all respects based on fraud, willful misconduct or intentional misrepresentation discovered by Buyer at any time prior to dispute the Adjustment Statement determination of the Final Net Working Capital in accordance with this Section 2.5. The Buyer will deliver the Closing Balance Sheet to the Seller Representative within ninety (90) days after the Closing Date. Following delivery of the Closing Balance Sheet the Buyer shall, at the request of the Seller Representative, promptly deliver or cause to be delivered to the Seller Representative, any and all work papers or other documents created or used by giving written notice to Plains detailing each item disputed by MAP and setting forth Buyer or its representatives in the reasons for such dispute. preparation of the Closing Balance Sheet. (c) If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it shall be deemed to have agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work in good faith to resolve any disputed items. If they shall not so agree within thirty (30) calendar days following the date Seller Representative’s receipt of the dispute Closing Balance Sheet, the Seller Representative has not given Buyer notice is receivedof its objection to the Closing Balance Sheet (such notice must contain a statement of the basis of the objection), then either MAP or Plains may cause the matter Closing Net Working Capital reflected in the Closing Balance Sheet will be used in computing the Net Working Capital Adjustment Amount. If the Seller Representative gives such notice of objection and Buyer and the Seller Representative cannot agree with regard to be referred to the Arbitrator, by giving written notice to the other party and to the Arbitrator. The fees and expenses of the Arbitrator shall be borne 50% by Plains and 50% by MAP. The Arbitrator shall, within ninety (90) calendar days following the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be in accordance with the definitions contained in this Agreement. Such determination by the Arbitrator shall be final and binding on the parties for the purposes of computing any payment to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made objection within fifteen (15) calendar days thereafter, then the issues in dispute will be submitted to an independent public accounting firm mutually agreed upon by Buyer and the Seller Representative (which firm shall not have been engaged by any party hereto or their respective Affiliates for at least two years prior to the date of delivery by Buyer of the Closing Balance Sheet) (the “Independent Accountants”), for resolution. If issues in dispute are submitted to the Independent Accountants for resolution: (i) within fifteen (15) days after request, Buyer and the Seller Representative will furnish to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party (or its independent public accountants), and will be afforded the opportunity to present to and discuss with the Independent Accountants any material relating to the dispute prior to the Independent Accountants’ determination; (ii) the determination by the Independent Accountants, as set forth in a notice delivered to Buyer and the Seller Representative by the Independent Accountants, will be binding and conclusive on parties in the absence of manifest error; and (iii) the fees and disbursements of the Independent Accountants shall be allocated among Buyer and the Sellers so that the Sellers’ share of such fees and disbursements shall be in the same proportion that the aggregate amount that is unsuccessfully disputed by the Sellers (as finally determined by the Independent Accountants) bears to the total amount initially disputed by the Sellers. (d) The Net Working Capital Adjustment Amount shall become final and binding upon the parties upon the earlier of: (i) the failure by the Seller Representative to object thereto within the period permitted under, and otherwise in accordance with, the requirements of Section 2.5(c); (ii) the written agreement between Buyer and the Seller Representative with respect thereto; or (iii) the decision by the Independent Accountants with respect to disputes under Section 2.5(c). (e) Any increase or reduction in the Base Purchase Price on account of the Net Working Capital Adjustment Amount as determined pursuant to this Section 2.5 shall be paid by Buyer or the Sellers pursuant to this Section 2.5(e). In the event of an increase in the Base Purchase Price on account of the Net Working Capital Adjustment Amount, such amount shall be paid by Buyer to the Sellers in immediately available funds within ten (10) days following the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working CapitalCapital Adjustment Amount and shall be allocated to the Sellers in accordance with such Seller’s respective Pro Rata Share of such amount. In the event of a reduction in the Base Purchase Price on account of the Net Working Capital Adjustment Amount, the Seller Representative and Buyer shall promptly deliver written instructions to the Escrow Agent to release the amount of such decrease from the Escrow Amount to Buyer.

Net Working Capital Adjustment. (a) Within sixty the earlier of (60i) 120 days following after the Closing DateDate or (ii) 45 days after the Parent provides Buyer with the financial statements required pursuant to Section 4.8(b) hereof, Plains may elect to the Buyer will prepare and deliver to MAP the Parent a written statement of the Current Assets, the Current Liabilities and the Net Working Capital Amount ("Adjustment the “Closing Statement"”). The date on which the Closing Statement is delivered to the Parent is referred to herein as the “Delivery Date”. The Closing Statement shall reflect, as of immediately prior to the Closing, the Current Assets and the Current Liabilities, and, subject to the exclusions included in such definitions, will be prepared (i) detailingin accordance with GAAP and (ii) utilizing the same Accounting Practices of the Business Subsidiary as were utilized in the preparation of the Most Recent Balance Sheet as they relate to the amounts to be included in the Closing Statement (but only to the extent such Accounting Practices are in accordance with GAAP) (it being understood that GAAP Accounting Practices will be utilized in the preparation of the Closing Statement to the extent the Accounting Practices of the Business Subsidiary utilized in the preparation of the Most Recent Balance Sheet are not in accordance with GAAP or there were no corresponding Accounting Practices of the Business Subsidiary utilized in the preparation of the Most Recent Balance Sheet); provided that, for the purpose of calculating the U.S. dollars equivalent of any asset or liability to be included in the Closing Statement which is denominated in a currency other than U.S. dollars, the applicable exchange rate published in The Wall Street Journal, Eastern Edition, on the business day preceding the Closing Date shall be used. Anything contained herein to the contrary notwithstanding, the amounts set forth on the Closing Statement will not reflect any purchase accounting adjustments as a result of the Transaction. The Closing Statement will be prepared based solely on information available three days prior to the Delivery Date with regard to conditions that exist on the Closing Date. (b) Commencing with the Delivery Date and for a period of fifteen (15) business days thereafter, the Parent shall have reasonable access to the books and records and personnel of the Business and the opportunity to consult with the Buyer for purposes of confirming or disputing the Net Working Capital Amount set forth in the Closing Statement. The Closing Statement will be deemed to be the final, binding and conclusive Closing Statement (the “Final Closing Statement”) for all purposes on the 30th day after the Delivery Date unless the Parent delivers to the Buyer a written notice of its disagreement executed by itemthe Parent (a “Notice of Disagreement”) on or prior to such date specifying in reasonable detail the nature of the Parent's objections to the Closing Statement. To be assertable in a Notice of Disagreement, an objection by the Parent with respect to any instances in which Plains believes individual matter relating to the Closing Statement must assert that the Effective Time Working Capital Closing Statement was not prepared in accordance with the terms of Section 1.10(a) and the definitions of Current Assets or Current Liabilities with respect to such matter and relate to an adjustment equal to or greater than $5,000. The Parent hereby irrevocably waives the right to assert any objection with respect to the Closing Statement that is not asserted in a Notice of Disagreement delivered by the Parent to the Buyer within 30 days after the Delivery Date. If a Notice of Disagreement is delivered by the Parent to the Buyer within such 30-day period, then the Closing Statement (as adjusted, if necessary) will be deemed to be the Final Closing Statement for all purposes on the earlier of (x) the date the Buyer and the Parent resolve in writing all differences they have with respect to the Closing Statement or (y) the date the disputed matters are resolved in writing by the Unaffiliated Firm (as defined below). In the event that disputed matters are resolved by the Unaffiliated Firm (as defined below), the Final Closing Statement will consist of the applicable amounts from the Closing Statement (or amounts otherwise agreed to in writing by the Buyer and the Parent) as to items that have not been submitted for resolution to the Unaffiliated Firm, and the amounts determined by the Unaffiliated Firm as to items that were submitted for resolution by the Unaffiliated Firm. (c) During the 30 day period following the delivery of a Notice of Disagreement (the “Resolution Period”), the Buyer and the Parent will seek in good faith to resolve any differences they may have with respect to matters specified in the Notice of Disagreement. If, at the end of the Resolution Period, the Buyer and the Parent have not reached agreement on such matters, the Buyer and the Parent will promptly jointly engage a single arbitrator from an independent auditing firm of national reputation reasonably acceptable to the Buyer and the Parent (the “Unaffiliated Firm”) to resolve the matters specified in the Notice of Disagreement that remain in dispute by arbitration in accordance with the procedures set forth in this Section 1.10(c). In connection with such engagement, the Buyer and the Parent will each execute, if requested by the Unaffiliated Firm, a reasonable engagement letter including customary indemnities. Promptly after such engagement of the Unaffiliated Firm, the Buyer and the Parent will provide the Unaffiliated Firm with a copy of this Agreement, the Closing Statement and the Notice of Disagreement. Each of the Buyer, on the one hand, and the Parent, on the other hand, may also submit in writing to the Unaffiliated Firm one position statement accompanied by any applicable supporting documentation it or they desire (each, a “Position Statement”) with respect to each of the matters set forth in the Notice of Disagreement submitted to the Unaffiliated Firm for resolution. Position Statements, if any, shall be delivered to the Unaffiliated Firm, with a copy to the other party (at the same time as it is provided to the Unaffiliated Firm), no later than the fifteenth (15th) day following the date the Unaffiliated Firm accepts its engagement hereunder. The Unaffiliated Firm will have the authority to request in writing such additional written submissions from the Buyer or the Parent as it deems appropriate; provided that a copy of any such submission will be provided to the other at the same time as it is provided to the Unaffiliated Firm. Neither the Buyer nor the Parent will make (or permit any of their Affiliates to make) any additional submission to the Unaffiliated Firm except pursuant to such a written request by the Unaffiliated Firm. Neither the Buyer nor the Parent will communicate (or permit any of their Affiliates to communicate) with the Unaffiliated Firm without providing the other a reasonable opportunity to participate in such communication with the Unaffiliated Firm (other than with respect to written submissions in response to the written request of the Unaffiliated Firm). The Unaffiliated Firm will have 45 days (or such longer period as may be reasonably required by the Unaffiliated Firm) to review the documents provided to it pursuant to this Section 1.10(c). Within such 45 day period (or such longer period as may be reasonably required by the Unaffiliated Firm), the Unaffiliated Firm will furnish simultaneously to the Buyer and the Parent its written determination with respect to each of the matters in dispute submitted to it for resolution. The Unaffiliated Firm will resolve the differences regarding the Closing Statement based solely on the information provided to the Unaffiliated Firm by the Buyer and the Parent pursuant to the terms of this Agreement (and not independent review). The Unaffiliated Firm's authority will be limited to resolving disputes with respect to whether the Closing Statement was prepared in accordance with the terms of Section 1.10(a) and the definitions of Current Assets and Current Liabilities with respect to the individual items on the Closing Statement in dispute specified in the Notice of Disagreement (it being understood that the Unaffiliated Firm will have no authority to make any adjustments to any financial statements or amounts other than amounts set forth on the Closing Statement that are in this Agreementdispute). In resolving any disputed item, the Unaffiliated Firm may not assign a value to such item greater than the greatest value for such item asserted by the Buyer or the Parent or less than the smallest value for such item asserted by the Buyer or the Parent. (d) The decision of the Unaffiliated Firm will be, for all purposes, conclusive, non-appealable, final and binding. Such decision will be subject to specific performance pursuant to Section 10.10, and judgment may also be entered thereon as an arbitration award pursuant to the Federal Arbitration Act, 9 U.S.C. §§ 1-16, in any court of competent jurisdiction (subject to Section 15.12). The fees of the Unaffiliated Firm will be borne by the Buyer, on the one hand, and the proposed resultant adjustments to Net Working Capital. Plains shall make available to MAP all information reasonably required to verify whether proposed adjustments detailed Parent, on the Adjustment Statement are correct. Within thirty (30) calendar days following other hand, in the receipt same proportion that the dollar amount of disputed items lost by the Adjustment StatementBuyer, MAP may elect to dispute on the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth one hand, or the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with Parent, on the Adjustment Statementother hand, it shall be deemed to have agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work in good faith to resolve any disputed items. If they shall not so agree within thirty (30) calendar days following the date the dispute notice is received, then either MAP or Plains may cause the matter to be referred bears to the Arbitratortotal dollar amount in dispute resolved by the Unaffiliated Firm. Each party will bear the fees, by giving written notice to the other party and to the Arbitrator. The fees costs and expenses of its own accountants, attorneys and other experts and all of its other expenses in connection with matters contemplated by this Section 1.10. (e) Within ten (10) business days after the Arbitrator shall Closing Statement is deemed to be borne 50% by Plains the Final Closing Statement in accordance with Section 1.10(b): (i) if the Net Working Capital Amount shown on the Final Closing Statement (the “Final Net Working Capital Amount”) is less than the Minimum Target Net Working Capital Amount, then Parent will pay to Buyer in cash an amount equal to the sum of (A) the difference between the Minimum Target Net Working Capital Amount and 50% by MAP. The Arbitrator shallthe Final Net Working Capital Amount, within ninety plus (90B) calendar days following interest on such difference from the Closing Date to the date of payment (calculated based on actual days elapsed in a 365-day year) at a rate of 3% per annum; (ii) if the Final Net Working Capital Amount is greater than the Maximum Target Net Working Capital Amount, then Buyer will pay to Parent an amount equal to the sum of (A) the difference between the Maximum Target Net Working Capital Amount and the Final Net Working Capital Amount, plus (B) interest on such matter difference from the Closing Date to the date of payment (calculated based on actual days elapsed in a 365-day year) at a rate of 3% per annum (such sum, the “Adjustment Amount”); (iii) if the Final Net Working Capital Amount is referred less than or equal to itthe Maximum Target Net Working Capital Amount and greater than or equal to the Minimum Target Net Working Capital Amount, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any then no payment adjustments shall be in accordance with the definitions contained in made pursuant to this AgreementSection 1.10. Such determination The Adjustment Amount will be paid by the Arbitrator shall be final and binding on Buyer by wire transfer of immediately available funds to Parent for an amount in dollars equal to the parties for the purposes of computing any payment to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working CapitalAmount.

Net Working Capital Adjustment. (a) Within sixty ninety (6090) days following after the Closing Date, Plains may elect to Purchaser shall prepare and deliver to MAP Seller a statement ("Adjustment the “Closing Statement"”) detailing, by item, any instances in which Plains believes that calculating the Effective Time Net Working Capital Statement was not prepared in accordance with as of the definitions of Current Assets and Current Liabilities set forth in this Agreement, and Closing Date (the proposed resultant adjustments to “Closing Date Net Working Capital. Plains shall make available to MAP all information reasonably required to verify whether proposed adjustments detailed on the Adjustment Statement are correct. Within thirty (30) calendar days following the receipt of the Adjustment Statement, MAP may elect to dispute the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it shall be deemed to have agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work in good faith to resolve any disputed items. If they shall not so agree within thirty (30) calendar days following the date the dispute notice is received, then either MAP or Plains may cause the matter to be referred to the Arbitrator, by giving written notice to the other party and to the Arbitrator. The fees and expenses of the Arbitrator shall be borne 50% by Plains and 50% by MAP. The Arbitrator shall, within ninety (90) calendar days following the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made”); provided, however, that any adjustments if Purchaser fails to deliver the Closing Statement within such ninety (90) day period, Seller shall have the right to deliver a Closing Statement within 90 days following such 90 day period. If neither Purchaser nor Seller delivers a Closing Statement within such periods, the Estimated Net Working Capital shall become final and the Final Adjustment Amount under this Section 1.5 shall be zero. (b) If Seller disputes any amount as shown on the Closing Statement delivered by Purchaser or Purchaser disputes any amount as shown on the Closing Statement delivered by Seller, the disputing Party shall deliver to the other Parties within thirty (30) days after receipt of the disputed Closing Statement a notice (the “Dispute Notice”) setting forth the disputing Party’s calculation of such amount and describing in reasonable detail the basis for the determination of such different amount. If the Party receiving the Closing Statement does not deliver a Dispute Notice to the Party that delivered the Closing Statement within such thirty (30) day period, such delivered Closing Statement shall be deemed to be the “Final Closing Statement”. The Parties shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after the Dispute Notice is given. If the Parties resolve such differences, the Closing Statement agreed to by the Parties shall be deemed to be the Final Closing Statement. If Purchaser and Seller do not reach a final resolution on the Closing Statement within thirty (30) days after the Dispute Notice is given, unless Purchaser and Seller mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences pursuant to an engagement agreement among Purchaser, Seller and the Neutral Accountant (which Purchaser and Seller agree to execute promptly), in the manner provided below. The Neutral Accountant shall only decide the specific items under dispute by the Parties (the “Disputed Items”), solely in accordance with the definitions contained in terms of this Agreement. Purchaser and Seller shall each be entitled to make a presentation to the Neutral Accountant, pursuant to procedures to be agreed to among Purchaser, Seller and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Final Closing Statement; and the Parties shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between Purchaser and Seller and determine the amounts to be set forth on the Final Closing Statement within twenty (20) days after the engagement of the Neutral Accountant. The Neutral Accountant’s determination shall be based solely on such presentations of the Parties (i.e., not on independent review) and on the definitions and other terms included herein. The Closing Statement determined by the Neutral Accountant shall be deemed to be the “Adjusted Final Closing Statement”. Such determination by the Arbitrator Neutral Accountant shall be final and binding on upon the parties Parties, absent fraud or manifest error, and shall be considered an arbitral award for all purposes. If Seller delivered the Dispute Notice, the fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Final Adjustment Amount (as defined below) is farther from the Neutral Accountant’s calculation thereof. If Purchaser delivered the Dispute Notice, the fees and expenses of the Neutral Accountant shall be paid by Purchaser; provided, however, if the Neutral Accountant's calculation of the Final Adjustment Amount indicates that Seller's calculation of that amount overestimated the Final Adjustment Amount due to Seller by more than five percent (5%) or underestimated the Final Adjustment Amount payable by Seller by more than five percent (5%), then in either of such cases the fees and expenses of the Neutral Accountant shall be paid by the Party whose calculation of the Final Adjustment Amount is farther from the Neutral Accountant’s calculation thereof. Nothing in this Section 1.5(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement except for the purposes resolution of computing differences between Purchaser and Seller regarding the determination of the Final Closing Statement; or (ii) resolve any payment such differences by making an adjustment to the Closing Statement that is outside of the range defined by amounts as finally proposed by Purchaser and Seller. The amount determined to be made under this due as a result of the application of the provisions of Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, 1.5 shall be made within fifteen referred to as the “Final Adjustment Amount”. (15c) calendar days following Promptly, but no later than five (5) Business Days after the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following thereof, if the Closing DateDate Net Working Capital set forth in the Final Closing Statement or Adjusted Final Closing Statement, then Plains shall have no further right to seek payment for adjustments to as applicable: (i) exceeds the Estimated Net Working Capital, Purchaser shall pay such excess amount to Seller by wire transfer of immediately available funds to an account(s) designated by Seller; or (ii) is less than the Estimated Net Working Capital, Seller shall, at Purchaser’s election, (A) pay an amount equal to such shortfall to Purchaser by wire transfer of immediately available funds to an account designated by Purchaser, or (B) direct the Escrow Agent to pay to Purchaser from the Indemnity Escrow Amount the amount equal to such shortfall or any portion thereof. Each Party hereby agrees to execute and deliver all joint instructions to the Escrow Agent necessary to give effect to this Section 1.5.

Net Working Capital Adjustment. (a) Within sixty (60) days following after the Closing, Buyer shall prepare (or cause to be prepared), issue and deliver to Seller (i) a balance sheet which shall set forth the assets and liabilities of Company as of the close of business on the Closing Date (the “Closing Date Balance Sheet”) and (ii) a statement of the Net Working Capital that is derived from the Closing Date Balance Sheet (the “Net Working Capital Statement”), each in accordance with Section 2.3(b) below. (b) The Closing Date Balance Sheet and the Net Working Capital Statement shall be prepared in accordance with GAAP, determined as if the Closing Date was the Company’s normal year-end and applied on a basis consistent with the December 31, 2006 audited balance sheet included as part of the Financial Statements (the “Fiscal Year End Balance Sheet”); provided, that, inventory quantities shall be determined based on a physical inventory taken by the Company and observed by representatives of Buyer and Seller as of the close of business on the Closing Date and; provided, further, that, (i) inventories shall be valued at cost (determined using the first-in-first-out (“FIFO”) method) in accordance with GAAP, (ii) no receivable which is past ninety (90) days’ due shall be included in the Closing Date Balance Sheet, and (iii) all employee incentive payments shall be accurately accrued on an interim basis through the Closing Date. (c) Within the twenty (20) day period after delivery by Buyer of the Closing Date Balance Sheet and Net Working Capital Statement, Plains may elect Seller shall, in a written notice to prepare Buyer, either accept the Closing Date Balance Sheet and deliver to MAP a statement ("Adjustment Net Working Capital Statement") detailing, by itemor, any instances in which Plains the event that Seller believes that the Effective Time Closing Date Balance Sheet or Net Working Capital Statement was not prepared in accordance with the definitions of Current Assets on an accurate basis and Current Liabilities as set forth in this AgreementSection 2.3(b), describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet or Net Working Capital Statement which Seller believes should be made and the proposed resultant adjustments to Net Working Capitalbasis therefor. Plains shall make available to MAP all information reasonably required to verify whether If Buyer has not received such notice of proposed adjustments detailed on the Adjustment Statement are correct. Within thirty within such twenty (3020) calendar days following the receipt of the Adjustment Statementday period, MAP may elect to dispute the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it shall Seller will be deemed to have agreed with accepted the Adjustment Closing Date Balance Sheet and Net Working Capital Statement. If MAP . (d) Buyer and Seller shall give a timely dispute notice, MAP and Plains shall work negotiate in good faith to resolve any disputed items. dispute over Seller’s proposed adjustments to the Closing Date Balance Sheet or Net Working Capital Statement. (e) If they any such dispute is not fully resolved within twenty (20) days following receipt by Buyer of the proposed adjustments, Seller and Buyer jointly shall select a licensed independent public accounting firm, which firm shall not so agree have had a material relationship with Buyer, the Company or Seller or any of their respective Affiliates within thirty two (302) calendar days following years preceding such selection (such firm, the date “Arbiter”), to resolve any remaining dispute over Seller’s proposed adjustments in accordance with the standards set forth in Section 2.3(b), which resolution shall be final and binding. The parties shall instruct the Arbiter to deliver its written determination not later than the twentieth (20th) day after the dispute notice is received, then either MAP or Plains may cause the matter to be referred to the Arbitrator, Arbiter. The Arbiter’s determination shall be based solely on written submissions by giving written notice to Seller and Buyer and their respective representatives and not by independent review. The Arbiter shall address only those items in dispute and may not assign a value greater than the other greatest value for such item claimed by either party and to or smaller than the Arbitratorsmallest value for such item claimed by either party. The fees and expenses of the Arbitrator Arbiter shall be borne 50% shared by Plains Seller and 50% by MAP. The Arbitrator shall, within ninety (90) calendar days following Buyer in proportion to the date such matter is referred percentage of the disputed amount determined to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be in accordance with the definitions contained in this Agreement. Such determination by the Arbitrator shall be final and binding on the parties for the purposes account of computing any payment to be made under this Section 2.4Seller and Buyer, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working Capitalrespectively.

Net Working Capital Adjustment. (a) Within sixty the earlier of (60i) 120 days following after the Closing DateDate or (ii) 45 days after the Parent provides Buyer with the financial statements required pursuant to Section 4.8(b) hereof, Plains may elect to the Buyer will prepare and deliver to MAP the Parent a written statement of the Current Assets, the Current Liabilities and the Net Working Capital Amount ("Adjustment the “Closing Statement"”). The date on which the Closing Statement is delivered to the Parent is referred to herein as the “Delivery Date”. The Closing Statement shall reflect, as of immediately prior to the Closing, the Current Assets and the Current Liabilities, and, subject to the exclusions included in such definitions, will be prepared (i) detailingin accordance with GAAP and (ii) utilizing the same Accounting Practices of the Business Subsidiary as were utilized in the preparation of the Most Recent Balance Sheet as they relate to the amounts to be included in the Closing Statement (but only to the extent such Accounting Practices are in accordance with GAAP) (it being understood that GAAP Accounting Practices will be utilized in the preparation of the Closing Statement to the extent the Accounting Practices of the Business Subsidiary utilized in the preparation of the Most Recent Balance Sheet are not in accordance with GAAP or there were no corresponding Accounting Practices of the Business Subsidiary utilized in the preparation of the Most Recent Balance Sheet); provided that, for the purpose of calculating the U.S. dollars equivalent of any asset or liability to be included in the Closing Statement which is denominated in a currency other than U.S. dollars, the applicable exchange rate published in The Wall Street Journal, Eastern Edition, on the business day preceding the Closing Date shall be used. Anything contained herein to the contrary notwithstanding, the amounts set forth on the Closing Statement will not reflect any purchase accounting adjustments as a result of the Transaction. The Closing Statement will be prepared based solely on information available three days prior to the Delivery Date with regard to conditions that exist on the Closing Date. (b) Commencing with the Delivery Date and for a period of fifteen (15) business days thereafter, the Parent shall have reasonable access to the books and records and personnel of the Business and the opportunity to consult with the Buyer for purposes of confirming or disputing the Net Working Capital Amount set forth in the Closing Statement. The Closing Statement will be deemed to be the final, binding and conclusive Closing Statement (the “Final Closing Statement”) for all purposes on the 30th day after the Delivery Date unless the Parent delivers to the Buyer a written notice of its disagreement executed by itemthe Parent (a “Notice of Disagreement”) on or prior to such date specifying in reasonable detail the nature of the Parent’s objections to the Closing Statement. To be assertable in a Notice of Disagreement, an objection by the Parent with respect to any instances in which Plains believes individual matter relating to the Closing Statement must assert that the Effective Time Working Capital Closing Statement was not prepared in accordance with the terms of Section 1.10(a) and the definitions of Current Assets or Current Liabilities with respect to such matter and relate to an adjustment equal to or greater than $5,000. The Parent hereby irrevocably waives the right to assert any objection with respect to the Closing Statement that is not asserted in a Notice of Disagreement delivered by the Parent to the Buyer within 30 days after the Delivery Date. If a Notice of Disagreement is delivered by the Parent to the Buyer within such 30-day period, then the Closing Statement (as adjusted, if necessary) will be deemed to be the Final Closing Statement for all purposes on the earlier of (x) the date the Buyer and the Parent resolve in writing all differences they have with respect to the Closing Statement or (y) the date the disputed matters are resolved in writing by the Unaffiliated Firm (as defined below). In the event that disputed matters are resolved by the Unaffiliated Firm (as defined below), the Final Closing Statement will consist of the applicable amounts from the Closing Statement (or amounts otherwise agreed to in writing by the Buyer and the Parent) as to items that have not been submitted for resolution to the Unaffiliated Firm, and the amounts determined by the Unaffiliated Firm as to items that were submitted for resolution by the Unaffiliated Firm. (c) During the 30 day period following the delivery of a Notice of Disagreement (the “Resolution Period”), the Buyer and the Parent will seek in good faith to resolve any differences they may have with respect to matters specified in the Notice of Disagreement. If, at the end of the Resolution Period, the Buyer and the Parent have not reached agreement on such matters, the Buyer and the Parent will promptly jointly engage a single arbitrator from an independent auditing firm of national reputation reasonably acceptable to the Buyer and the Parent (the “Unaffiliated Firm”) to resolve the matters specified in the Notice of Disagreement that remain in dispute by arbitration in accordance with the procedures set forth in this Section 1.10(c). In connection with such engagement, the Buyer and the Parent will each execute, if requested by the Unaffiliated Firm, a reasonable engagement letter including customary indemnities. Promptly after such engagement of the Unaffiliated Firm, the Buyer and the Parent will provide the Unaffiliated Firm with a copy of this Agreement, the Closing Statement and the Notice of Disagreement. Each of the Buyer, on the one hand, and the Parent, on the other hand, may also submit in writing to the Unaffiliated Firm one position statement accompanied by any applicable supporting documentation it or they desire (each, a “Position Statement”) with respect to each of the matters set forth in the Notice of Disagreement submitted to the Unaffiliated Firm for resolution. Position Statements, if any, shall be delivered to the Unaffiliated Firm, with a copy to the other party (at the same time as it is provided to the Unaffiliated Firm), no later than the fifteenth (15th) day following the date the Unaffiliated Firm accepts its engagement hereunder. The Unaffiliated Firm will have the authority to request in writing such additional written submissions from the Buyer or the Parent as it deems appropriate; provided that a copy of any such submission will be provided to the other at the same time as it is provided to the Unaffiliated Firm. Neither the Buyer nor the Parent will make (or permit any of their Affiliates to make) any additional submission to the Unaffiliated Firm except pursuant to such a written request by the Unaffiliated Firm. Neither the Buyer nor the Parent will communicate (or permit any of their Affiliates to communicate) with the Unaffiliated Firm without providing the other a reasonable opportunity to participate in such communication with the Unaffiliated Firm (other than with respect to written submissions in response to the written request of the Unaffiliated Firm). The Unaffiliated Firm will have 45 days (or such longer period as may be reasonably required by the Unaffiliated Firm) to review the documents provided to it pursuant to this Section 1.10(c). Within such 45 day period (or such longer period as may be reasonably required by the Unaffiliated Firm), the Unaffiliated Firm will furnish simultaneously to the Buyer and the Parent its written determination with respect to each of the matters in dispute submitted to it for resolution. The Unaffiliated Firm will resolve the differences regarding the Closing Statement based solely on the information provided to the Unaffiliated Firm by the Buyer and the Parent pursuant to the terms of this Agreement (and not independent review). The Unaffiliated Firm’s authority will be limited to resolving disputes with respect to whether the Closing Statement was prepared in accordance with the terms of Section 1.10(a) and the definitions of Current Assets and Current Liabilities with respect to the individual items on the Closing Statement in dispute specified in the Notice of Disagreement (it being understood that the Unaffiliated Firm will have no authority to make any adjustments to any financial statements or amounts other than amounts set forth on the Closing Statement that are in this Agreementdispute). In resolving any disputed item, the Unaffiliated Firm may not assign a value to such item greater than the greatest value for such item asserted by the Buyer or the Parent or less than the smallest value for such item asserted by the Buyer or the Parent. (d) The decision of the Unaffiliated Firm will be, for all purposes, conclusive, non-appealable, final and binding. Such decision will be subject to specific performance pursuant to Section 10.10, and judgment may also be entered thereon as an arbitration award pursuant to the Federal Arbitration Act, 9 U.S.C. §§ 1-16, in any court of competent jurisdiction (subject to Section 15.12). The fees of the Unaffiliated Firm will be borne by the Buyer, on the one hand, and the proposed resultant adjustments to Net Working Capital. Plains shall make available to MAP all information reasonably required to verify whether proposed adjustments detailed Parent, on the Adjustment Statement are correct. Within thirty (30) calendar days following other hand, in the receipt same proportion that the dollar amount of disputed items lost by the Adjustment StatementBuyer, MAP may elect to dispute on the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth one hand, or the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with Parent, on the Adjustment Statementother hand, it shall be deemed to have agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work in good faith to resolve any disputed items. If they shall not so agree within thirty (30) calendar days following the date the dispute notice is received, then either MAP or Plains may cause the matter to be referred bears to the Arbitratortotal dollar amount in dispute resolved by the Unaffiliated Firm. Each party will bear the fees, by giving written notice to the other party and to the Arbitrator. The fees costs and expenses of its own accountants, attorneys and other experts and all of its other expenses in connection with matters contemplated by this Section 1.10. (e) Within ten (10) business days after the Arbitrator shall Closing Statement is deemed to be borne 50% by Plains the Final Closing Statement in accordance with Section 1.10(b): (i) if the Net Working Capital Amount shown on the Final Closing Statement (the “Final Net Working Capital Amount”) is less than the Minimum Target Net Working Capital Amount, then Parent will pay to Buyer in cash an amount equal to the sum of (A) the difference between the Minimum Target Net Working Capital Amount and 50% by MAP. The Arbitrator shallthe Final Net Working Capital Amount, within ninety plus (90B) calendar days following interest on such difference from the Closing Date to the date of payment (calculated based on actual days elapsed in a 365-day year) at a rate of 3% per annum; (ii) if the Final Net Working Capital Amount is greater than the Maximum Target Net Working Capital Amount, then Buyer will pay to Parent an amount equal to the sum of (A) the difference between the Maximum Target Net Working Capital Amount and the Final Net Working Capital Amount, plus (B) interest on such matter difference from the Closing Date to the date of payment (calculated based on actual days elapsed in a 365-day year) at a rate of 3% per annum (such sum, the “Adjustment Amount”); (iii) if the Final Net Working Capital Amount is referred less than or equal to itthe Maximum Target Net Working Capital Amount and greater than or equal to the Minimum Target Net Working Capital Amount, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any then no payment adjustments shall be in accordance with the definitions contained in made pursuant to this AgreementSection 1.10. Such determination The Adjustment Amount will be paid by the Arbitrator shall be final and binding on Buyer by wire transfer of immediately available funds to Parent for an amount in dollars equal to the parties for the purposes of computing any payment to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working CapitalAmount.

Net Working Capital Adjustment. Within sixty (60a) days following At least three (3) business days, but not more than five (5) business days, prior to the Closing Date, Plains may elect to Seller shall in good faith prepare (from the books and records kept by Seller) and deliver to MAP Buyer, for Buyer’s review, a schedule which shall set forth an estimate of Seller’s Net Working Capital as of the close of business on the day immediately preceding the Closing Date (the “Estimated Net Working Capital Amount”). The amount by which the Estimated Net Working Capital Amount exceeds the Target Net Working Capital shall be the “Estimated Excess Amount,” or, alternatively, the amount by which the Target Net Working Capital exceeds the Estimated Net Working Capital Amount shall be the “Estimated Shortfall Amount.” (b) As soon as practicable, but in any event not later than thirty (30) days after the Closing Date (the “Review Period”), Seller shall in good faith determine the actual amount of Seller’s Net Working Capital as of the close of business on the day immediately preceding the Closing Date (the “Final Net Working Capital Amount”), and provide a statement of such amount to Buyer ("Adjustment the “Preliminary Closing Statement"”). During the Review Period, upon receipt of reasonable advance written notice from Seller, Buyer shall permit Seller and its representatives to have reasonable access during normal business hours to the books, records, and other documents (including work papers, schedules, financial statements, memoranda, etc.) detailingof the Business and shall cooperate with Seller in seeking to obtain work papers pertaining to or used in connection with the preparation of the Preliminary Closing Statement and provide Seller and its representatives with copies thereof (as reasonably requested by Seller) and (ii) provide Seller and its representatives full access to Buyer’s employees and accountants as reasonably requested by Seller to respond to written or oral inquiries of Seller or its representatives with respect to the Business. (c) Within fifteen (15) days after the date of Seller’s delivery of the Preliminary Closing Statement to Buyer, Buyer may deliver a written statement (the “Buyer’s Statement”) to Seller (i) setting forth Buyer’s proposed changes to the Preliminary Closing Statement, if any, and (ii) specifying in reasonable detail Buyer’s basis for any disagreement with Buyer’s preparation and determination of the Preliminary Closing Statement, including Seller’s calculation of the Final Net Working Capital Amount. The failure by Buyer to so express disagreement and deliver such Buyer’s Statement within such fifteen (15)-day period will constitute acceptance by Buyer of the Preliminary Closing Statement and the Final Net Working Capital Amount set forth thereon as conclusive and binding statements for purposes of the adjustments contemplated by this Section 1.8. (d) If Buyer timely delivers a Buyer’s Statement, Buyer and Seller will attempt, in good faith, to resolve any disagreement between them with respect to the Final Net Working Capital Amount. If Buyer and Seller are unable to resolve such dispute within fifteen (15) days after the delivery of the Buyer’s Statement, the items in dispute will be referred (with either Buyer, on the one hand, and Seller, on the other hand, having the right to make such referral) for determination (the “Referral”) to the Independent Accounting Firm as promptly as practicable. Buyer, on the one hand, and Seller, on the other hand, will each submit (within ten (10) days of the Referral) a written statement to the Independent Accounting Firm describing, in reasonable detail, their respective positions concerning the preparation of the Preliminary Closing Statement and the Final Net Working Capital Amount set forth thereon. (e) Buyer and Seller will use their commercially reasonable efforts to cause the Independent Accounting Firm to render its decision no later than thirty (30) days after the date of the Referral. In resolving any disputed item, the Independent Accounting Firm may not assign a value to any instances item greater than the greatest value for such item claimed by Buyer or Seller or less than the smallest value for such item claimed by Buyer or Seller. The Independent Accounting Firm will be instructed to make a determination as to each of the items in dispute (but only those items in dispute), which Plains believes that determination will be (i) in writing, (ii) furnished to Buyer and Seller as promptly as practicable after the Effective Time Working Capital Statement was not prepared items in dispute have been referred to the Independent Accounting Firm, (iii) made in accordance with the definitions of Current Assets and Current Liabilities set forth in this Agreement, and the proposed resultant adjustments to Net Working Capital. Plains shall make available to MAP all information reasonably required to verify whether proposed adjustments detailed on the Adjustment Statement are correct. Within thirty (30iv) calendar days following the receipt conclusive and binding upon each of the Adjustment Statementparties hereto and not subject to review by any court, MAP may elect and each party hereto agrees not to dispute commence any Proceeding in any court or other forum challenging such determination; provided, however that each party shall have the Adjustment Statement by giving written notice right to Plains detailing each item disputed by MAP and setting forth the reasons for commence a Proceeding in a court of competent jurisdiction to enforce any such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it shall be deemed to have agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work in good faith to resolve any disputed items. If they shall not so agree within thirty (30) calendar days following the date the dispute notice is received, then either MAP or Plains may cause the matter to be referred to the Arbitrator, by giving written notice to the other party and to the Arbitratordetermination. The fees and expenses of the Arbitrator shall Independent Accounting Firm will be borne 50% paid by Plains Buyer, on the one hand, and 50% by MAPSeller, on the other hand, in proportion to the extent such party did not prevail on items in dispute on the Preliminary Closing Statement. The Arbitrator shallfinal version of the Preliminary Closing Statement which reflects the Final Net Working Capital Amount, within ninety (90) calendar days following the date such matter is referred as agreed to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be in accordance with the definitions contained in this Agreement. Such determination by Buyer and Seller or as calculated by the Arbitrator shall be final and binding on the parties for the purposes of computing any payment Independent Accounting Firm pursuant to be made under this Section 2.4, and 1.8(e) as the case may be enforced by appropriate judicial or other proceedings. Such payments, in either casebe, shall be made the “Final Closing Statement” and shall be conclusive for all purposes of this Agreement. (f) In the event that the Final Net Working Capital Amount is less than the Estimated Net Working Capital Amount (the shortfall being the “Final Net Working Capital Shortfall Amount”), the Cash Consideration payable to Seller shall be reduced by an amount equal to the Final Net Working Capital Shortfall Amount, which amount shall be paid by Seller, within fifteen two (152) calendar business days following the final determination (whether by agreement of the parties or determination by of the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Final Net Working CapitalCapital Amount to Buyer in cash in immediately available funds. (g) In the event that the Final Net Working Capital Amount is greater than the Estimated Net Working Capital Amount (the excess being the “Final Net Working Capital Excess Amount”), the Cash Consideration payable to Seller shall be increased by an amount equal to the Final Net Working Capital Excess Amount, which amount shall be paid by Buyer to Seller in cash in immediately available funds within two (2) business days of the determination of the Final Net Working Capital Amount. (h) The adjustments contemplated above in Sections 1.8(f) and 1.8(g), if any, shall be netted and off-set against one another such that there shall occur one single payment from Buyer to Seller or from Seller to Buyer, as applicable.

Net Working Capital Adjustment. Within sixty (60a) days Not less than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Purchaser in writing (i) a good faith estimate of the Merger Consideration (the “Estimated Merger Consideration”), (ii) an estimated consolidated balance sheet for the Company Entities as of immediately prior to the Adjustment Calculation Date (the “Estimated Balance Sheet”), (iii) the Consideration Spreadsheet, and (iv) a certificate executed by the Chief Financial Officer of the Company certifying the foregoing. The Estimated Balance Sheet shall be prepared, and all of the components of the Adjustment Amount (and the individual elements thereof, as applicable) used to calculate the Estimated Merger Consideration shall be determined, in accordance with GAAP, and on a basis consistent with the accounting methods, practices and procedures used to prepare the audited financial statements for the Company’s fiscal year ended December 31, 2010 insofar as such practices are consistent with GAAP (including appropriate closing adjustments, as if the Closing were at a fiscal year end). (b) As soon as practicable following the Closing Date, Plains may elect to but in no event later than ninety (90) days after the Closing Date, Purchaser will prepare and deliver to MAP the Stockholders’ Agent (i) a consolidated balance sheet of the Company Entities as of the close of business on the day immediately prior to the Adjustment Calculation Date, provided that if the Adjustment Calculation Date is later than the Closing Date, then such balance sheet shall not give effect to any acts or omissions by the Surviving Corporation between the Closing Date and the Adjustment Calculation Date to the extent that any such acts or omissions were not in the ordinary course of the Company’s business consistent with past practice (the “Adjustment Calculation Date Balance Sheet”), (ii) a determination of the Net Working Capital as of the Adjustment Calculation Date, the Adjustment Amount, Company Cash as of the Adjustment Calculation Date, Specified Transaction Expenses as of the Adjustment Calculation Date, and Company Debt as of the Adjustment Calculation Date, provided that if the Adjustment Calculation Date is later than the Closing Date, then such determination of Net Working Capital, the Adjustment Amount, Company Cash and Company Debt shall not give effect to any acts or omissions by the Surviving Corporation between the Closing Date and the Adjustment Calculation Date to the extent that any such acts or omissions were not in the ordinary course of the Company’s business consistent with past practice, and (iii) a statement setting forth each of the items described in clause ("ii) and the determination of the resulting Merger Consideration (the “Final Merger Consideration,” and such statement, the “Final Merger Consideration Statement”). The components of Net Working Capital, the Adjustment Statement") detailing, by item, any instances in which Plains believes that Amount and the Effective Time Working Capital Statement was not prepared Closing Balance Sheet will be determined in accordance with the definitions of Current Assets and Current Liabilities set forth in this AgreementGAAP, and on a basis consistent with the proposed resultant adjustments accounting methods, practices and procedures used to Net Working Capital. Plains prepare the audited financial statements for the Company’s fiscal year ended December 31, 2010 insofar as such practices are consistent with GAAP (including appropriate closing adjustments, as if the Closing were at a fiscal year end). (c) The Stockholders’ Agent and its Representatives (subject to reasonable confidentiality restrictions) shall make available be permitted during the Review Period and thereafter until Final Merger Consideration is finally determined pursuant to MAP all information reasonably required this Section 2.13(c) reasonable access, upon reasonable notice, to verify whether proposed adjustments detailed on the records, work papers and calculations used by Purchaser in the preparation of the Adjustment Calculation Date Balance Sheet and the Final Merger Consideration Statement are correctand in calculating the Final Merger Consideration. Within The Stockholders’ Agent will have thirty (30) calendar days following the receipt after delivery of the Adjustment StatementCalculation Date Balance Sheet and Final Merger Consideration Statement (the “Review Period”) in which to notify Purchaser in writing (such notice, MAP may elect to a “Merger Consideration Dispute Notice”) of any discrepancy in, or disagreement with, the calculation of the Final Merger Consideration (and specifying the amount in dispute the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth in reasonable detail the reasons basis for such disputediscrepancy or disagreement), and upon agreement by Purchaser regarding the adjustment requested by the Stockholders’ Agent, an appropriate adjustment will be made thereto. If MAP shall the Stockholders’ Agent does not have given deliver a timely dispute notice Merger Consideration Dispute Notice to Plains disagreeing with Purchaser during the Review Period, the Adjustment Statement, it shall Calculation Date Balance Sheet and Final Merger Consideration Statement will be deemed to have agreed with be accepted in the Adjustment Statementform presented to the Stockholders’ Agent. If MAP a Merger Consideration Dispute Notice is delivered by the Stockholders’ Agent during the Review Period, Purchaser and the Stockholders’ Agent shall give a timely dispute notice, MAP and Plains shall work negotiate in good faith to resolve any disputed itemsdiscrepancy or disagreement, and any resolution agreed to in writing by Purchaser and the Stockholders’ Agent shall be final and binding upon the parties. If they shall not so agree Purchaser and the Stockholders’ Agent are unable to resolve any discrepancy or disagreement within thirty (30) calendar days following the date delivery of the dispute notice is receivedMerger Consideration Dispute Notice, then either MAP the discrepancy or Plains may cause disagreement will be submitted for review and final determination by the matter to Independent Accounting Firm. The review of the Independent Accounting Firm will be referred limited to the Arbitratordiscrepancies and disagreements set forth in the Merger Consideration Dispute Notice, and the resolution of such discrepancies and disagreements and the determination of the Merger Consideration by giving written notice the Independent Accounting Firm will be (i) in writing, (ii) made in accordance with GAAP, and on a basis consistent with the accounting methods, practices and procedures used to prepare the audited financial statements for the Company’s fiscal year ended December 31, 2010 insofar as such practices are consistent with GAAP (including appropriate closing adjustments, as if the Closing were at a fiscal year end), (iii) with respect to any specific discrepancy or disagreement, no greater than the higher amount calculated by Purchaser or the Stockholders’ Agent, as the case may be, and no lower than the lower amount calculated by Purchaser or the Stockholders’ Agent as the case may be, (iv) made as promptly as practical after the submission of such discrepancies and disagreements to the other party Independent Accounting Firm (but in no event later than thirty (30) days after the date of submission), and (v) final and binding upon, and non-appealable by, the parties to this Agreement and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. All expenses and fees of the Independent Accounting Firm shall be borne by Purchaser, on the one hand, and the Company Holders (paid by the Stockholders’ Agent solely on behalf of the Company Holders from the Stockholders’ Agent Expense Portion to the Arbitratorextent available), on the other hand, in proportion to the relative amount Purchaser’s and/or the Stockholders’ Agent’s respective determination has been modified. The For example, if the Stockholders’ Agent challenges the calculation of the Final Merger Consideration by an amount of $100,000, but the Independent Accounting Firm determines that the Stockholders’ Agent has a valid claim for only $40,000, Purchaser shall bear forty percent (40%) of the fees and expenses of the Arbitrator Independent Accounting Firm and the Company Holders (paid by the Stockholders’ Agent solely on behalf of the Company Holders from the Stockholders’ Agent Expense Portion to the extent available) shall be borne 50% by Plains bear the other sixty (60%) of such fees and 50% by MAP. The Arbitrator shall, within ninety expenses. (90d) calendar days following If the date such matter is referred Final Merger Consideration as finally determined pursuant to it, determine whether any adjustment proposed Section 2.13(c) exceeds the Estimated Merger Consideration paid on the Adjustment Statement that is Effective Date, Purchaser will promptly pay to the subject of disagreement among Payment Agent the parties should be made; provided, however, that any adjustments shall be amount by which the Final Merger Consideration exceeds the Estimated Merger Consideration for distribution to the Company Holders (in accordance with the definitions contained in this Agreement. Such determination by the Arbitrator shall be final and binding on the parties for the purposes of computing any payment to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the Arbitratoreach Company Holder’s respective Company Holder Percentage Interest). If Plains elects the Estimated Merger Consideration exceeds the Final Merger Consideration, the Stockholders’ Agent will promptly instruct the Escrow Agent to pay to Purchaser the amount by which the Estimated Merger Consideration exceeds the Final Merger Consideration out of the Adjustment Portion of the Escrow Fund. To the extent that the Adjustment Portion of the Escrow Fund shall be insufficient to pay such amount payable to Purchaser, Purchaser shall first be required to recover such shortfall from the Indemnity Portion of the Escrow Fund before pursuing any remedy directly against the Company Holders for such shortfall. Each Company Holder’s liability for any such shortfall that is not recoverable from the Adjustment Portion or the Indemnity Portion of the Escrow Fund shall be limited to furnish MAP an such Company Holder’s Company Holder Percentage Interest of such shortfall and shall be several, and not joint with any other Company Holder, and shall not exceed the total amount of Merger Consideration paid to such Company Holder under this Agreement (including any amounts withheld and deposited into the Escrow Fund on such Company Holder’s behalf). After the above payments have been paid, any remaining amounts in the Adjustment Statement within sixty (60) calendar days following Portion of the Closing Date, then Plains Escrow Fund shall have no further right be released to seek payment the Payment Agent for adjustments distribution to Net Working Capitalthe Company Holders in accordance with each Company Holder’s respective Company Holder Percentage Interest.

Net Working Capital Adjustment. (a) Within sixty (60) 60 days following after the Closing Date, Plains may elect to Buyer will prepare and deliver to MAP (i) a statement balance sheet as of the Closing Date, (the "Adjustment StatementClosing Date Balance Sheet") detailing), by item, any instances in which Plains believes that the Effective Time Working Capital Statement was not Closing Date Balance Sheet shall be prepared in accordance with GAAP on a consistent basis with the definitions Year-End Financials, and (ii) a statement of Current Net Working Capital as of the Closing Date (the "Closing Date Net Working Capital Statement", and together with the Closing Date Balance Sheet, the "Closing Statements"), which Closing Date Net Working Capital Statement shall be derived from the Closing Date Balance Sheet. Seller will assist and cooperate with Buyer in the preparation of the Closing Statements, including by providing Buyer with reasonable access to any relevant personnel, books and records related to the Transferred Assets, the Transferred IPR and the Assumed Liabilities and historical financial data that are in Seller's possession. A spreadsheet illustrating the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement (assuming in each case that the Closing Date had occurred on December 31, 2005) is attached as Exhibit D hereto for illustrative purposes. (b) Following the delivery by Buyer to Seller of the Closing Statements, Seller shall have a period of 30 days in which to review the Closing Statements. Seller and its accountants shall be provided with reasonable access to the Transferred Assets and Current the Transferred IPR, the work papers of Buyer and its accountants and to the books and records relating to the Transferred Assets, the Transferred IPR and the Assumed Liabilities set in connection with such review. In the event that Seller determines that the Closing Statements have not been prepared on a basis consistent with the requirements of Section 2.4(a), Seller shall, on or before the last day of such 30‑day period, inform Buyer in writing of such determination (the "Objection"), setting forth in this Agreementreasonable detail a specific description of the basis of the Objection, the adjustments to the Closing Statements which Seller believes should be made, and the proposed resultant adjustments to Net Working Capital. Plains shall make available to MAP all information reasonably required to verify whether proposed adjustments detailed on the Adjustment Statement are correct. Within thirty (30) calendar days following the receipt of the Adjustment Statement, MAP may elect to dispute the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it Seller shall be deemed to have agreed with accepted any items not specifically disputed in the Adjustment StatementObjection. If MAP Failure to so notify Buyer shall give a timely dispute noticeconstitute acceptance and approval of Buyer's preparation of the Closing Statements. (c) Buyer shall then have 30 days following the date it receives the Objection to review and respond to the Objection, MAP during which period Buyer and Plains Seller shall work negotiate in good faith to resolve any disputed itemsthe Objection. If they shall not so agree within thirty (30) calendar days Buyer and Seller are unable to resolve all of their disagreements with respect to the determination of the foregoing items by the 30th day following the date on which Buyer receives the dispute notice is receivedObjection, then either MAP or Plains may cause after having used their good faith efforts to reach a resolution, they shall refer their remaining differences to KPMG LLP (or, if KPMG refuses to act in such capacity, such other nationally recognized accounting firm as the matter Parties shall reasonably agree) (the "CPA Firm"), who shall, acting as experts in accounting and not as arbitrators, determine on a basis consistent with the requirements of Section 2.4(a), whether and to be referred what extent, if any, the Closing Statements require adjustment. Buyer and Seller shall request the CPA Firm to use all reasonable efforts to render its determination within 45 days following submission of such matters to the ArbitratorCPA Firm. The CPA Firm's determination shall be final, by giving written notice conclusive and binding upon Buyer and Seller, and nonappealable to any Person, court or forum absent manifest error or manifest bias. Buyer and Seller shall promptly make reasonably available to the other party and CPA Firm access to the ArbitratorTransferred Assets, all relevant books and records, any work papers (including those of the Parties' respective accountants, to the extent applicable) and supporting documentation relating to the Closing Statements and all other items reasonably requested by the CPA Firm. The "Final Balance Sheet" and the "Final Net Working Capital Statement" shall mean, respectively, the Closing Date Balance Sheet and the Closing Date Net Working Capital Statement, as the case may be, (i) as submitted by Buyer pursuant to Section 2.4(a), in the event that (1) no Objection is delivered to Buyer during the initial 30‑day period specified above or (2) Buyer and Seller so agree, (ii) as adjusted in accordance with the Objection, in the event that (A) Buyer does not respond to the Objection during the 30‑day period specified above following receipt by Buyer of the Objection or (B) Buyer and Seller so agree, (iii) as adjusted in accordance with the agreement of Buyer and Seller, if the Parties so agree during the 30‑day period following receipt by Buyer of the Objection, or (iv) as adjusted by the CPA Firm, if it has been submitted to the CPA Firm for review, together with any other modifications to the Closing Statements agreed upon by the Parties. All fees and expenses of the Arbitrator CPA Firm shall be borne 50% shared equally by Plains Buyer and 50% by MAP. The Arbitrator shall, within ninety Seller. (90d) calendar days following If the date such matter Net Working Capital Target is referred to it, determine whether any adjustment proposed greater than the Net Working Capital as reflected on the Final Net Working Capital Statement (the amount of such excess, the "Downward Adjustment Amount"), then Seller shall pay within ten (10) days to Buyer cash equal to the amount of the Downward Adjustment Amount. If the Net Working Capital as reflected on the Final Net Working Capital Statement that is greater than the subject Net Working Capital Target (the amount of disagreement among such excess, the parties should "Upward Adjustment Amount"), then Buyer shall pay within ten (10) days to Seller cash equal to the amount of the Upward Adjustment Amount. Any payment pursuant to this Section 2.4(d) will be made; provided, however, that any adjustments shall be in accordance with the definitions contained in this Agreement. Such determination treated by the Arbitrator shall be final and binding on Parties as an adjustment to the parties for the purposes of computing any payment to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working CapitalPurchase Price.

Net Working Capital Adjustment. Within sixty (60a) At least three (3) business days following prior to the Closing DateClosing, Plains may elect to the Company shall, in good faith and in consultation with Parent, prepare and deliver to MAP Parent a statement ("Adjustment Statement") detailing, by item, any instances in which Plains believes that good faith estimate of the Effective Time Actual Net Working Capital Statement was not (the "Estimated Net Working Capital"), together with an estimated balance sheet of the Company, on a consolidated basis, as of the Closing (the "Estimated Closing Balance Sheet"), prepared in accordance with GAAP, with GAAP to be applied consistently in the definitions manner in which GAAP was applied in the preparation of Current Assets the Balance Sheet. The Estimated Closing Balance Sheet shall be prepared as if the Closing Date was the last day of the Company's fiscal year. The Estimated Net Working Capital shall be calculated based on the Estimated Closing Balance Sheet. In the event that Parent disagrees with the Company's calculation of the Estimated Net Working Capital, then prior to the Closing, Parent shall deliver to the Company its good faith estimate of the Actual Net Working Capital (the "Parent Estimate"). Until the Actual Net Working Capital is finally determined in accordance with this Section 2.6, the Per Share Merger Consideration shall be determined using the Estimated Net Working Capital instead of the Actual Net Working Capital. (b) Within ninety (90) days after the Closing, Parent shall, in good faith, cause to be prepared and Current Liabilities set forth in this Agreement, delivered to the Stockholders' Agent (i) a balance sheet of the Company and its consolidated subsidiaries as of the proposed resultant adjustments to Closing (the "Closing Date Balance Sheet") and (ii) a reasonably detailed calculation (the "Parent Net Working Capital Calculation") of the Actual Net Working Capital. Plains The Closing Date Balance Sheet shall make available be prepared in accordance with this Agreement and GAAP, with GAAP to MAP all information be applied consistently in the manner in which GAAP was applied in the preparation of the Balance Sheet. The Closing Date Balance Sheet shall be prepared as if the Closing Date was the last day of the Company's fiscal year. Each party acknowledges and agrees that the purpose of the Parent Net Working Capital Calculation is to finalize the calculation of Net Working Capital based on a closing of the Company's books as of the Closing. Following the delivery of the Closing Date Balance Sheet and Parent Net Working Capital Calculation to the Stockholders' Agent, Parent shall, and Parent shall cause the Surviving Corporation to, afford the Stockholders' Agent and its Representatives the opportunity to examine the calculation of the Closing Date Balance Sheet, the Parent Net Working Capital Calculation and such underlying records and work papers as are reasonably required to verify whether proposed adjustments detailed necessary and appropriate. Parent shall cooperate reasonably promptly with the Stockholders' Agent and its Representatives in such examination. (c) The Stockholders' Agent may, on behalf of the Merger Stockholders, dispute any amounts reflected in the Parent Net Working Capital Calculation but only on the Adjustment Statement basis that such amounts were not calculated in accordance with this Agreement or that such calculations are correct. Within thirty mathematically inaccurate; provided, that the Stockholders' Agent shall notify Parent in writing of each disputed amount and shall specify the amount thereof in dispute (30) calendar days following in the receipt of aggregate, the Adjustment Statement"Disputed Amounts"), MAP may elect to dispute the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it shall be deemed to have agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work in good faith to resolve any disputed items. If they shall not so agree within thirty (30) calendar days following of Parent's delivery of the date Parent Net Working Capital Calculation. If the Stockholders' Agent does not dispute notice is receivedany amounts reflected in the Parent Net Working Capital Calculation within such thirty (30) day period, then either MAP or Plains may cause the matter Parent Net Working Capital Calculation shall be deemed to be referred and shall be final, binding and conclusive on the parties hereto. (d) In the event of such a dispute, Parent and the Stockholders' Agent shall attempt in good faith to reconcile their differences and any resolution by them as to any Disputed Amounts shall be in writing and shall be final, binding and conclusive on the parties, and shall be used to determine the Actual Net Working Capital. If Parent and the Stockholders' Agent are unable to reach a resolution with respect to all Disputed Amounts within thirty (30) days of the Stockholders' Agent's written notice of dispute to Parent, Parent and the Stockholders' Agent shall submit the remaining Disputed Amounts for resolution to the Arbitrator, by giving written notice Independent Accounting Firm which shall be requested to determine and report to the parties upon such remaining Disputed Amounts within thirty (30) days after submission, and such report shall be final, binding and conclusive on the parties hereto, and shall determine the Actual Net Working Capital. The Independent Accounting Firm will have exclusive jurisdiction over the parties hereto against one another or any other Person with respect to disputes over the calculation of Actual Net Working Capital. Each party will furnish to the Independent Accounting Firm such work papers and other documents and information relating to the disputed issues as the Independent Accounting Firm may request and are reasonably available to that party or its Subsidiaries (or its independent public accountants) and will be afforded the opportunity to present to the Independent Accounting Firm (to the extent permitted by the Independent Accounting Firm) any material relating to the determination of the matters in dispute and to discuss such determination with the ArbitratorIndependent Accounting Firm. The fees and expenses of the Arbitrator Independent Accounting Firm shall be borne 50% allocated between Parent and the Merger Stockholders (such allocation to be finally determined by Plains the Independent Accounting Firm) in such a way that Parent shall be responsible for that portion of the fees and 50% expenses equal to the total amount of such fees and expenses multiplied by MAP. The Arbitrator shalla fraction, within ninety (90) calendar days following the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that numerator of which is the subject Disputed Amounts submitted to the Independent Accounting Firm that are resolved against Parent, and the denominator of disagreement among which is the parties should be made; providedDisputed Amounts so submitted, however, that any adjustments and the Stockholders' Agent shall be in accordance with responsible for the definitions contained in remainder of such fees and expenses. (e) If the Actual Net Working Capital, as finally determined pursuant to this Agreement. Such determination by Section 2.6, exceeds the Arbitrator Estimated Net Working Capital, the Merger Consideration shall be final and binding on increased by an amount equal to such excess (such excess being the parties for the purposes of computing any payment to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the Arbitrator"Post-Closing Increase Amount"). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Actual Net Working Capital., as finally determined pursuant to this Section 2.6, is less than the Estimated Net Working Capital, the Merger Consideration shall be decreased by an amount equal to such shortfall (such shortfall being the "Post-Closing Decrease Amount"

Net Working Capital Adjustment. Within sixty (60a) Estimated Closing Date Net Working Capital. Company shall prepare and deliver to Purchaser at the Closing a good faith estimate of Closing Date Net Working Capital (“Estimated Closing Date Net Working Capital”), determined in accordance with the Net Working Capital Principles as if it were the actual Closing Date Net Working Capital, but based upon Company’s review of financial information then available and inquiries of personnel responsible for the preparation of the financial information relating to Company in the ordinary course of business. The Estimated Closing Date Net Working Capital shall be subject to the approval of Purchaser, which cannot be unreasonably withheld. At the Closing, the amount by which Estimated Closing Date Net Working Capital is less than or more than Target Net Working Capital (the “Estimated Net Working Capital Adjustment”) will be reduced or increased dollar-for-dollar from the Initial Company Purchase Price in determining the Closing Company Consideration as set forth in Section 2.4(a) above. (b) Post-Closing Net Working Capital Statement; Settlement. No later than ninety (90) days following the Closing Date, Plains may elect to Company will prepare and deliver to MAP Purchaser a statement ("Adjustment the “Closing Date Net Working Capital Statement"”) detailingshowing, by itemin reasonable detail, any instances in which Plains believes that a calculation of Net Working Capital as of the Effective Time Closing Date. The Closing Date Net Working Capital Statement was not shall be prepared in accordance with the definitions Net Working Capital Principles. The Net Working Capital as of Current Assets and Current Liabilities set forth the Closing Date, determined in accordance with this AgreementSection 2.5(b), and the proposed resultant adjustments is referred to herein as “Closing Date Net Working Capital. Plains shall make available .” In the event Company does not deliver a Closing Date Net Working Capital Statement to MAP all information reasonably required Purchaser within ninety (90) days following the Closing Date, Purchaser may prepare and deliver a Closing Date Net Working Capital Statement to verify whether proposed adjustments detailed on Company. (i) If Closing Date Net Working Capital is greater than Estimated Closing Date Net Working Capital (such excess, the Adjustment Statement are correct. Within “Net Working Capital Excess”), then promptly, but in any event within thirty (30) calendar days following after the receipt final determination of Closing Date Net Working Capital pursuant to Section 2.5(b)(i), Purchaser shall pay (or cause to be paid) to Company in cash by wire transfer an aggregate amount equal to the Adjustment StatementNet Working Capital Excess. (ii) If Closing Date Net Working Capital is less than Estimated Closing Date Net Working Capital (such shortfall, MAP the “Net Working Capital Shortfall”), then Company shall pay to Purchaser in cash by wire transfer the Net Working Capital Shortfall promptly, but in any event within thirty (30) days after the final determination of Closing Date Net Working Capital pursuant to Section 2.5(b)(ii); provided, however, that Purchaser, at its option, may elect seek to dispute set off such amounts against the Adjustment Escrow Funds. (iii) In the event Purchaser objects to the calculation of Closing Date Net Working Capital provided by Company (or, if Purchaser delivers a Closing Date Net Working Capital Statement by giving to Company as provided in the Section 2.5(b), in the event Purchaser, or Seller as the case may be, objects to the calculation of Closing Date Net Working Capital), the party receiving the Closing Date Net Working Capital Statement (the “Receiving Party”) will give written notice (an “Objection Notice”) to Plains detailing each item disputed by MAP and setting the other party of any objections the Receiving Party has to the Closing Date Net Working Capital Statement within thirty (30) days after receipt. Such notice will set forth the reasons a reasonable basis for such disputeobjections. If MAP shall the Receiving Party does not have given a timely dispute notice to Plains disagreeing with deliver an Objection Notice within such thirty (30) day period, then the Adjustment Statement, it Closing Date Statement shall be deemed to have agreed with be conclusive, final and binding on the Adjustment Statementparties. If MAP shall give a timely dispute notice, MAP Company and Plains shall work Purchaser will endeavor in good faith to resolve any disputed items. If they shall not so agree objections as soon as practicable (and within thirty (30) calendar days) after the receipt of the Objection Notice. If such objections or disputes have not been resolved at the end of such additional thirty (30) day period, the disputed portion of the items contained in the Closing Date Net Working Capital Statement will be determined within the following thirty (30) days following by an accounting firm that the date Parties shall appoint by mutual agreement (the dispute notice is received“Arbitrator”), then either MAP which shall be the exclusive means for resolution of such dispute. Each party will provide the Arbitrator with the work papers generated in connection with its review of the Closing Date Net Working Capital Statement. Upon the mutual agreement of the parties, or Plains may cause the matter to be referred to decision of the Arbitrator, the Closing Date Net Working Capital Statement, as adjusted for matters agreed to by giving written notice to the other party and to parties or as determined by the Arbitrator, shall be final, conclusive and binding on the parties. The Company, on one hand, and Purchaser on the other, will bear equally the fees and expenses of the Arbitrator shall be borne 50% by Plains and 50% by MAP. The Arbitrator shall, within ninety (90) calendar days following the date incurred in connection with such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be in accordance with the definitions contained in this Agreement. Such determination by the Arbitrator shall be final and binding on the parties for the purposes of computing any payment to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working Capitaldetermination.

Net Working Capital Adjustment. Within sixty (60i) As promptly as reasonably practicable after the Closing, but no later than ninety (90) days following after the Closing Date, Plains may elect Buyer shall cause to prepare be prepared and deliver delivered to MAP Seller a statement ("the “Purchase Price Adjustment Statement"”) detailing, by item, any instances in which Plains believes that setting forth and certifying Buyer’s calculation of the Effective Time Final Net Working Capital Statement was not prepared as of the Closing Date, calculated in accordance with Schedule 2.3(b) (the definitions of Current Assets and Current Liabilities set forth in this Agreement, and the proposed resultant adjustments to “Closing Net Working Capital. Plains shall make available to MAP all information reasonably required to verify whether proposed adjustments detailed ”). (ii) If Seller disagrees with Buyer’s calculation the Closing Net Working Capital set forth on the Purchase Price Adjustment Statement are correct. Within Statement, Seller may, within thirty (30) calendar days following the receipt after delivery of the Adjustment Statement, MAP may elect to dispute the Purchase Price Adjustment Statement by giving (the “Objection Period”), deliver a written notice to Plains detailing each item disputed by MAP and Buyer setting forth Seller’s objection thereto and Seller’s calculation of such amount (such notice, the reasons for such dispute“Objection Notice”). If MAP Any Objection Notice shall not have given a timely dispute notice specify in reasonable detail those items or amounts as to Plains disagreeing with the Adjustment Statementwhich Seller disagrees, it and Seller shall be deemed to have agreed with all other items and amounts contained in the Purchase Price Adjustment StatementStatement and the calculation of Closing Net Working Capital as set forth therein. If MAP Seller does not deliver an Objection Notice within the Objection Period, Seller shall give a timely dispute noticebe deemed to have agreed with all items and amounts contained in the Purchase Price Adjustment Statement and the calculation of Closing Net Working Capital as set forth therein, MAP and Plains the Closing Net Working Capital as set forth in the Purchase Price Adjustment Statement shall work in good faith be conclusive and binding on the parties hereto. (iii) If Seller delivers an Objection Notice within the Objection Period, Buyer and Seller shall, during the thirty (30) days following such delivery, use commercially reasonable efforts to resolve any reach agreement on the disputed itemsitems or amounts. If the parties resolve all disputes, the computation of Final Net Working Capital reflecting the resolution of the dispute, shall be conclusive and binding on the parties hereto. If Buyer and Seller cannot reach agreement within such thirty (30) day period (or such longer period as they may mutually agree in writing), then either shall not so agree have the unilateral right to request that the matter be referred to an Independent Accountant on behalf of both Buyer and Seller. The Independent Accountant may conduct such proceedings as it reasonably considers appropriate and shall be instructed to, within thirty (30) calendar days following its engagement, deliver to Buyer and Seller a written report setting forth its determination of the date the dispute notice is received, then either MAP or Plains may cause the matter to be referred to the Arbitrator, by giving written notice to the other party and to the ArbitratorFinal Net Working Capital. The fees Independent Accountant shall act as an expert and expenses not as an arbitrator to determine only the specific items under dispute by Seller and Buyer. In making its determination, the Independent Accountant shall consider only those items or amounts in the Purchase Price Adjustment Statement and Buyer’s calculation of Closing Net Working Capital as to which Seller has disagreed. The decision of the Arbitrator Independent Accountant shall include a statement of the Independent Accountant’s determination of each disputed item and a statement of the Final Net Working Capital reflecting the Independent Accountant’s determination of all disputed items, shall be borne 50% by Plains set forth in a written report delivered to Seller and 50% by MAP. The Arbitrator shall, within ninety (90) calendar days following the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments Buyer and shall be in accordance with the definitions contained in this Agreement. Such determination by the Arbitrator shall be final 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(b)) 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. For purposes of computing any payment this Section, an “Independent Accountant” means Xxxxx Xxxxxxxx LLP or such other independent accounting firm of recognized national standing in the United States as may be mutually agreed upon by Buyer and Seller in writing (such agreement not to be made under this Section 2.4unreasonably withheld, and may be enforced delayed or conditioned by appropriate judicial Seller or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the ArbitratorBuyer). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working Capital.

Net Working Capital Adjustment. (a) Not less than five (5) business days prior to Closing, the Sellers will deliver to Buyer an estimate of Net Working Capital of the Company, which Net Working Capital statement shall include a computation of Net Working Capital as of the end of the month immediately preceding the Closing (such Net Working Capital, as adjusted pursuant to this Section 1.4(a), “Estimated Closing Net Working Capital”). For purposes of this Agreement, a Net Working Capital statement shall be prepared in the same manner that a balance sheet of the Seller would be prepared except that the only line items from such a balance sheet that will be included in the Net Working Capital statement are those line items that are included in the calculation of Net Working Capital. Set forth on Schedule 1.4 hereto is a pro forma balance sheet of Seller reflecting Net Working Capital at the completion of each month in 2019. If Buyer disagrees with such Estimated Net Working Capital statement and the calculation of Estimated Closing Net Working Capital, representatives of Seller and Buyer shall meet to discuss such disagreements, and the Estimated Closing Net Working Capital shall be revised, to the extent agreed, to reflect such discussion. The Purchase Price shall be decreased dollar for dollar, to the extent that the Estimated Closing Net Working Capital is less than Fifty- Three Thousand, Six Hundred, Fifty-Nine Dollars ($53,659.00) (the “Target Working Capital”) (b) Within sixty five (605) business days following the Closing DateClosing, Plains may elect to Seller shall prepare and deliver to MAP the Buyer a Net Working Capital statement of the Seller as of the close of business on the Closing Date ("Adjustment including the notes thereto, the “Closing Net Working Capital Statement") detailing, by item, any instances in which Plains believes that the Effective Time ”). The Closing Net Working Capital Statement was shall fairly present the applicable balance sheet items of the Seller and shall be prepared as if the Closing Net Working Capital Statement were a balance sheet of the Seller. (c) After receipt of the Closing Net Working Capital Statement, the Buyer shall have fifteen (15) business days to review the Closing Net Working Capital Statement. Buyer may dispute those items reflected on the Closing Net Working Capital Statement only on the basis that such amounts were not prepared arrived at in accordance with the definitions terms of Current Assets and Current Liabilities set forth in this Agreement, and . Unless Buyer delivers written notice to Seller on or prior to the proposed resultant adjustments to Net Working Capital. Plains shall make available to MAP all information reasonably required to verify whether proposed adjustments detailed on the Adjustment Statement are correct. Within thirty (30) calendar days following the fifteenth business day after Buyer’s receipt of the Adjustment StatementClosing Net Working Capital Statement specifying in reasonable detail all disputed items and the basis therefor, MAP may elect to dispute the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it Buyer shall be deemed to have accepted and agreed with to the Adjustment Net Working Capital reflected on the Closing Net Working Capital Statement. If MAP shall give a timely dispute noticeBuyer so notifies Seller of its objection to Net Working Capital, MAP the Seller and Plains shall work in good faith Buyer shall, within ten (10) business days following such notice (the “Resolution Period”), attempt to resolve their differences and any resolution by them as to any disputed itemsamounts shall be final, binding and conclusive. (d) All amounts remaining in dispute shall be submitted to a firm of nationally recognized independent public accountants (the “Neutral Auditor”) selected by Buyer and Seller within ten (10) days after the expiration of the Resolution Period. If they shall not so Buyer and Seller are unable to agree within thirty (30) calendar days following on the date the dispute notice is receivedNeutral Auditor, then a nationally recognized independent public accounting firm not employed by either MAP Seller or Plains may cause Buyer within the matter to be referred two (2) years prior to the ArbitratorClosing Date shall be retained as the Neutral Auditor. Each party agrees to execute, if requested by giving written notice to the other party and to the ArbitratorNeutral Auditor, a reasonable engagement letter. The All fees and expenses of relating to the Arbitrator work, if any, to be performed by the Neutral Auditor shall be borne 50% equally by Plains Buyer on the one hand and 50% by MAPthe Seller on the other hand. The Arbitrator shall, within ninety (90) calendar days following the date such matter is referred Neutral Auditor shall act as an arbitrator to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be dispute in accordance with the definitions contained in terms of this Agreement. Such determination Agreement and based solely on presentations by Buyer and the Arbitrator shall be final and binding on the parties for the purposes of computing any payment to be made under this Section 2.4Seller, and may be enforced not by appropriate judicial or other proceedings. Such paymentsindependent review, only those issues still in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working Capitaldispute.

Net Working Capital Adjustment. Within sixty (60i) days following No later than three (3) Business Days prior to the Closing Date, Plains may elect to prepare and the Company shall deliver to MAP Parent a statement ("Adjustment Statement") detailing, certificate signed by item, any instances in which Plains believes that an officer of the Effective Time Company setting forth the Company’s good faith determination of the estimated Net Working Capital Statement was not prepared in accordance with the definitions of Current Assets and Current Liabilities set forth in this Agreement, and the proposed resultant adjustments to (“Estimated Net Working Capital”). Plains The Company shall make available provide Parent access to MAP all such working papers and other information reasonably required to verify whether proposed adjustments detailed on available supporting such calculation of Estimated Net Working Capital. (ii) If Actual Net Working Capital (as defined below) is less than the Adjustment Statement are correctEstimated Net Working Capital, then the Merger Consideration shall be reduced dollar-for-dollar by the amount of such shortfall. If Actual Net Working Capital is greater than the Estimated Net Working Capital, then the Merger Consideration shall be increased dollar-for-dollar by the amount of such difference. (iii) Within thirty (30) calendar days following after the receipt Closing Date, Parent shall prepare or cause to be prepared a calculation of Net Working Capital and deliver to the Former Company Stockholders’ Agent the calculation of Net Working Capital and the adjustments, if any, required to be made to the Merger Consideration pursuant to Section 3.3(f)(ii). Parent shall provide the Former Company Stockholders’ Agent access to such working papers and other information reasonably available supporting such calculation of Net Working Capital. If the calculation of the Adjustment StatementNet Working Capital delivered to the Former Company Stockholders’ Agent is equal to or greater than the Estimated Net Working Capital, MAP may elect Parent shall immediately prepare and execute an instruction to dispute the Adjustment Statement by giving written notice Escrow Agent to Plains detailing each item disputed by MAP and setting forth remit the reasons for such disputefull Working Capital Escrow Amount to the Former Company Stockholders’ Agent to be disbursed to the Former Company Stockholders. If MAP the calculation of the Net Working Capital delivered to the Former Company Stockholders’ Agent is less than the Estimated Net Working Capital (the difference of such amounts being hereinafter referred to as the “Shortfall”), Parent shall not have given a timely dispute notice immediately prepare and execute an instruction to Plains disagreeing the Escrow Agent to remit the difference, if positive, between (A) $3,000,0000 and (B) the Shortfall, to the Former Company Stockholders’ Agent to be disbursed to the Former Company Stockholders, and the balance of the Working Capital Escrow Amount shall remain with the Adjustment Statement, it shall be deemed Escrow Agent pursuant to the terms of the Working Capital Escrow Agreement and this Section 3.3(f). (iv) The Former Company Stockholders’ Agent will have agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work in good faith to resolve any disputed items. If they shall not so agree within period of thirty (30) calendar days following the date the dispute notice is received, then either MAP or Plains may cause the matter to be referred to the Arbitrator, by giving written notice to the other party and to the Arbitrator. The fees and expenses delivery of the Arbitrator shall be borne 50% by Plains and 50% by MAP. The Arbitrator shall, within ninety (90) calendar days following the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject Parent’s calculation of disagreement among the parties should be made; provided, however, that any adjustments shall be in accordance with the definitions contained in this Agreement. Such determination by the Arbitrator shall be final and binding on the parties for the purposes of computing any payment to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working Capital.Capital to notify Parent in writing of any disagreements with such calculation specifying in reasonable detail the nature and amount of any such disagreement. Any item or amount not specifically objected to in

Net Working Capital Adjustment. Within sixty (60a) days following Not less than five Business Days prior to Closing, Sellers will deliver to Purchaser a balance sheet of the Acquired Business, which balance sheet shall include a computation of Net Working Capital, as of the end of the month immediately preceding the Closing Date(such Net Working Capital, Plains may elect as adjusted pursuant to prepare this Section 2.7(a), “Closing Net Working Capital”). Such balance sheet, and deliver to MAP a statement ("Adjustment Statement") detailing, by item, any instances in which Plains believes that the Effective Time Closing Net Working Capital Statement was not calculated therefrom, shall be prepared in accordance with the definitions Accounting Policies. If Purchaser disagrees with such balance sheet and the calculation of Current Assets Closing Net Working Capital, representatives of Sellers and Current Liabilities set forth in this AgreementPurchaser shall meet to discuss such disagreement, and the proposed resultant adjustments Closing Net Working Capital shall be revised, to the extent agreed, to reflect such discussion. The Purchase Price shall be increased, dollar for dollar, to the extent that Closing Net Working Capital exceeds Target Net Working Capital or decreased, dollar for dollar, to the extent that Closing Net Working Capital is less than Target Net Working Capital. Plains . (b) Within 60 days following the Closing, Purchaser shall make available to MAP all information reasonably required to verify whether proposed adjustments detailed prepare a balance sheet of the Company as of the close of business on the Adjustment Statement are correctClosing Date (including the notes thereto, the “Closing Balance Sheet”). Within The Closing Balance Sheet shall fairly present the financial position of the Acquired Business and shall be prepared in a manner consistent with the Accounting Policies. (c) Purchaser shall deliver a copy of the Closing Balance Sheet to the Parent promptly after it has been prepared. After receipt of the Closing Balance Sheet, Parent shall have thirty (30) calendar days following to review the Closing Balance Sheet, together with the work papers used in the preparation thereof. Parent shall have reasonable access to all relevant books and records and employees of the Company to the extent required to complete its review of the Net Working Capital as reflected on the Closing Balance Sheet. Parent may dispute only those items reflected on the Closing Balance Sheet which relate to Net Working Capital and only on the basis that such amounts were not arrived at in accordance with the Accounting Policies. Unless Parent delivers written notice to Purchaser on or prior to the 30th day after Parent’s receipt of the Adjustment StatementClosing Balance Sheet specifying in reasonable detail all disputed items and the basis therefor, MAP may elect to dispute the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it Parent shall be deemed to have accepted and agreed with to the Adjustment StatementNet Working Capital as reflected on the Closing Balance Sheet. If MAP shall give a timely dispute noticeParent so notifies Purchaser of its objection to the Net Working Capital, MAP Parent and Plains shall work in good faith to resolve any disputed items. If they shall not so agree Purchaser shall, within thirty (30) calendar days following such notice (the date “Resolution Period”), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (d) All amounts remaining in dispute shall be submitted to a firm of nationally recognized independent public accountants (the dispute notice is received“Neutral Auditor”) selected by Purchaser and Parent within ten (10) days after the expiration of the Resolution Period. If Purchaser and Parent are unable to agree on the Neutral Auditor, then either MAP or Plains may cause KPMG LLP shall be retained as the matter Neutral Auditor. Each party agrees to be referred to execute, if requested by the ArbitratorNeutral Auditor, by giving written notice to the other party and to the Arbitratora reasonable engagement letter. The All fees and expenses of relating to the Arbitrator work, if any, to be performed by the Neutral Auditor shall be borne 50% equally by Plains Purchaser and 50% by MAPParent. The Arbitrator shall, within ninety (90) calendar days following the date such matter is referred Neutral Auditor shall act as an arbitrator to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be dispute in accordance with the definitions contained in this Agreement. Such determination Accounting Policies and based solely on presentations by the Arbitrator shall be final Purchaser and binding on the parties for the purposes of computing any payment to be made under this Section 2.4Parent, and may be enforced not by appropriate judicial or other proceedings. Such paymentsindependent review, only those issues still in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working Capitaldispute.

Net Working Capital Adjustment. Within sixty (60) days following after the Closing DateMetaldyne Call Option Closing, Plains may elect to Metaldyne shall prepare and deliver to MAP DaimlerChrysler a statement draft balance sheet of the Company as of the date of the Metaldyne Call Option Closing (the "Adjustment StatementFinal Balance Sheet") detailing), by item, any instances in which Plains believes that the Effective Time Working Capital Statement was not shall be prepared in accordance with the definitions of Current Assets and Current Liabilities principles set forth in this on Schedule 2.7 to the Formation Agreement, and a draft calculation of the proposed resultant adjustments Final Net Working Capital based on such draft Final Balance Sheet. DaimlerChrysler shall have a period of twenty (20) days following receipt of the draft Final Balance Sheet and the draft calculation of the Final Net Working Capital from Metaldyne within which to review the draft Final Balance Sheet and the draft calculation of the Final Net Working Capital. Plains shall make available If DaimlerChrysler has any objections to MAP all information reasonably required the draft Final Balance Sheet and/or the draft calculation of the Final Net Working Capital, it will deliver to verify whether proposed adjustments Metaldyne a detailed statement describing such objections (the "DaimlerChrysler Objection Notice") within such twenty (20) day review period. DaimlerChrysler and Metaldyne will use their respective commercially reasonable efforts to resolve any such objections set forth in the DaimlerChrysler Objection Notice. If a final resolution is not obtained within a period of twenty (20) days following delivery of a DaimlerChrysler Objection Notice, DaimlerChrysler and Metaldyne will select and jointly engage a nationally-recognized accounting firm mutually acceptable to them (the "Accountant") to resolve any remaining objections. If DaimlerChrysler and Metaldyne are unable to agree on the Adjustment Statement are correctchoice of an accounting firm, they will select a nationally-recognized accounting firm by lot (after excluding their respective independent public accountants). Within thirty The Accountant shall promptly, but in no event later than twenty (3020) calendar days following its engagement by DaimlerChrysler and Metaldyne, deliver to DaimlerChrysler and Metaldyne its decision as to any remaining objections set forth in the DaimlerChrysler Objection Notice. The decision of the Accountant shall be final and binding on DaimlerChrysler and Metaldyne. Metaldyne will revise the draft Final Balance Sheet and the draft calculation of the Final Net Working Capital as appropriate to reflect the resolution of any objections set forth in the DaimlerChrysler Objection Notice (as agreed upon by DaimlerChrysler and Metaldyne or as determined by the Accountant) and deliver them to DaimlerChrysler within twenty (20) days after the final resolution of such objections. Such revised drafts shall be the Final Balance Sheet and the Final Net Working Capital, respectively. In the event that the Final Net Working Capital is less than zero, the Company shall assign to DaimlerChrysler, and DaimlerChrysler shall assume from the Company, trade payables in the amount of such shortfall within 20 days following the receipt final resolution of the Adjustment Statement, MAP may elect to dispute the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such disputeFinal Net Working Capital. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it shall be deemed to have agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work in good faith to resolve any disputed items. If they shall not so agree within thirty (30) calendar days following the date the dispute notice is received, then either MAP or Plains may cause the matter to be referred unresolved objections are submitted to the ArbitratorAccountant for resolution as provided above, by giving written notice to the other party and to the Arbitrator. The fees and expenses of the Arbitrator Accountant shall be borne 50% by Plains DaimlerChrysler and 50% by MAPMetaldyne. The Arbitrator shall, within ninety (90) calendar days following Metaldyne will provide reasonable access to the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be in accordance with the definitions contained in this Agreement. Such determination by the Arbitrator shall be final and binding on the parties work papers necessary for the purposes of computing any payment to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement preparation of the parties or determination Final Balance Sheet and the calculation of the Final Net Working Capital to DaimlerChrysler and the Accountant during the preparation of the Final Balance Sheet and the calculation of the Final Net Working Capital by Metaldyne, the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following review by DaimlerChrysler of the Closing Date, then Plains shall have no further right to seek payment for adjustments to Final Balance Sheet and the calculation of the Final Net Working Capital, and the resolution of any objections with respect thereto.

Net Working Capital Adjustment. (a) Within sixty (60) 60 days following after the Closing Date, Plains may elect to Purchaser will prepare and deliver or cause to MAP be prepared and delivered to the Seller a balance sheet of the Company as of the Closing (the “Closing Date Balance Sheet”) and a proposed statement of the Net Working Capital prepared therefrom ("Adjustment the “Closing Statement"”). The Closing Date Balance Sheet and the Closing Statement (i) detailingwill reflect, by itemrespectively, any instances the financial position of the Company and the components and calculation of the Net Working Capital, in which Plains believes each case as of the Closing and (ii) will be prepared and determined as of the Closing in accordance with Colombian GAAP and in a manner consistent with the principles, practices, policies and methodologies used in the preparation of the Branch Financial Statements. The Net Working Capital as of the Closing determined in accordance with this Section 2.3 is referred to herein as the “Closing Working Capital Balance.” (b) If, within 30 days after the date of Purchaser’s delivery of the Closing Date Balance Sheet and the Closing Statement, Seller determines in good faith that the Effective Time Closing Date Balance Sheet and the Closing Statement have not been prepared or determined in accordance with this Agreement, Seller may give written notice to Purchaser within such 30-day period (i) setting forth Seller’s proposed changes to the Closing Date Balance Sheet as prepared by Purchaser and the determination by Seller of the Closing Working Capital Statement was not prepared Balance and (ii) specifying in reasonable detail Seller’s basis for disagreement with Purchaser’s preparation and determination of the Closing Date Balance Sheet and the Closing Working Capital Balance. The failure by Seller to so express disagreement and provide such notice within such 30-day period will constitute acceptance of Purchaser’s preparation of the Closing Date Balance Sheet and determination of the Closing Working Capital Balance. If Purchaser and Seller are unable to resolve any disagreement between them with respect to the preparation of the Closing Date Balance Sheet and the determination of the Closing Working Capital Balance within 15 days after the giving of notice by Seller to Purchaser of such disagreement, the dispute may be referred to the accounting firm for resolution in accordance with the definitions provisions of Current Assets Section 7.4(b)(ii). (c) During the period that Seller’s advisors and Current Liabilities set forth in this Agreement, and the proposed resultant adjustments to Net Working Capital. Plains shall make available to MAP all information reasonably required to verify whether proposed adjustments detailed on the Adjustment Statement personnel are correct. Within thirty (30) calendar days following the receipt conducting their review of Purchaser’s preparation of the Adjustment StatementClosing Date Balance Sheet and determination of the Closing Working Capital Balance until the final determination of the Closing Working Capital Balance, MAP may elect to dispute the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP Seller and setting forth the reasons for such dispute. If MAP shall not its representatives will have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it shall be deemed to have agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work in good faith to resolve any disputed items. If they shall not so agree within thirty (30) calendar days following the date the dispute notice is received, then either MAP or Plains may cause the matter to be referred reasonable access during normal business hours to the Arbitrator, work papers prepared by giving written notice to the other party or on behalf of Purchaser and to the Arbitrator. The fees and expenses its representatives in connection with Purchaser’s preparation of the Arbitrator shall be borne 50% by Plains Closing Statement and 50% by MAP. The Arbitrator shall, within ninety (90) calendar days following determination of the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be madeClosing Working Capital Balance; provided, however, that any adjustments shall be Seller will conduct such review in accordance a manner that does not unreasonably interfere with the definitions contained in this Agreement. Such determination by the Arbitrator shall be final and binding on the parties for the purposes of computing any payment to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement conduct of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working Capitalbusinesses of Purchaser.

Net Working Capital Adjustment. Within sixty (60i) days following No later than three (3) Business Days prior to the Closing Date, Plains may elect to prepare and the Company shall deliver to MAP Parent a statement ("Adjustment Statement") detailing, certificate signed by item, any instances in which Plains believes that an officer of the Effective Time Company setting forth the Company’s good faith determination of the estimated Net Working Capital Statement was not prepared in accordance with the definitions of Current Assets and Current Liabilities set forth in this Agreement, and the proposed resultant adjustments to (“Estimated Net Working Capital”). Plains The Company shall make available provide Parent access to MAP all such working papers and other information reasonably required to verify whether proposed adjustments detailed on available supporting such calculation of Estimated Net Working Capital. (ii) If Actual Net Working Capital (as defined below) is less than the Adjustment Statement are correctEstimated Net Working Capital, then the Merger Consideration shall be reduced dollar-for-dollar by the amount of such shortfall. If Actual Net Working Capital is greater than the Estimated Net Working Capital, then the Merger Consideration shall be increased dollar-for-dollar by the amount of such difference. (iii) Within thirty (30) calendar days after the Closing Date, the Parent shall prepare or cause to be prepared a calculation of Net Working Capital and deliver to the Former Company Stockholders’ Agent the calculation of Net Working Capital and the adjustments, if any, required to be made to the Merger Consideration pursuant to Section 3.3(f)(ii). The Parent shall provide the Former Company Stockholders’ Agent access to such working papers and other information reasonably available supporting such calculation of Net Working Capital. If the calculation of the Net Working Capital delivered to the Former Company Stockholders’ Agent is equal to or greater than the Estimated Net Working Capital, the Parent shall promptly prepare and execute an instruction to the Escrow Agent to remit the full Working Capital Escrow Amount to the Former Company Stockholders’ Agent to be disbursed to the Former Company Stockholders. If the calculation of the Net Working Capital delivered to the Former Company Stockholders’ Agent is less than the Estimated Net Working Capital (the difference of such amounts being hereinafter referred to as the “Shortfall”), the Parent shall promptly prepare and execute an instruction to the Escrow Agent to remit the difference, if positive, between (A) $2,050,000 and (B) the Shortfall together with any Cash Shortfall, to the Former Company Stockholders’ Agent to be disbursed to the Former Company Stockholders, and the balance of the Working Capital Escrow Amount shall remain with the Escrow Agent pursuant to the terms of the Working Capital Escrow Agreement and this Section 3.3(f) and Section 3.3(g). (iv) The Former Company Stockholders’ Agent will have a period of thirty (30) days following the receipt delivery of the Adjustment Statement, MAP may elect Parent’s calculation of Net Working Capital to dispute notify the Adjustment Statement by giving written notice Parent in writing of any disagreements with such calculation specifying in reasonable detail the nature and amount of any such disagreement. Any item or amount not specifically objected to Plains detailing each item disputed by MAP and setting forth the reasons for in such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it notification shall be deemed to have agreed with binding and conclusive on the Adjustment Statementparties. If MAP In the event the Former Company Stockholders’ Agent timely notifies the Parent of any disagreement, the Parent and the Former Company Stockholders’ Agent shall give a timely dispute notice, MAP and Plains shall work attempt in good faith to resolve any disputed itemssuch disagreement. If they shall not so agree within thirty (30) calendar days following the date the dispute notice is received, then either MAP or Plains may cause the matter to be referred after delivery to the ArbitratorParent of the notification by the Former Company Stockholders’ Agent of a disagreement, by giving written notice the parties are unable to resolve such disagreement, either the Former Company Stockholders’ Agent, on the one hand, or the Parent, on the other hand, shall have the right to submit the determination of such matters to KPMG LLP or, in the event such accountant is unwilling or unable to so serve, another independent accountant of national standing reasonably acceptable to the Parent and the Former Company Stockholders’ Agent (the “Independent Auditor”), whose decision shall be binding on the parties. The cost of the Independent Auditor and reasonable attorneys’ fees of the other party and to shall be paid by the Arbitrator. The fees and expenses party whose aggregate estimate of the Arbitrator disputed amount differs most greatly from the determination of the Independent Auditor. If the Former Company Stockholders are required to pay the cost of the Independent Auditor then such costs shall be borne 50% satisfied by Plains and 50% by MAP. The Arbitrator shall, within ninety (90) calendar days following the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be in accordance with the definitions contained in this Agreement. Such determination by the Arbitrator shall be final and binding on the parties for the purposes of computing any payment to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working Capital.solely from

Net Working Capital Adjustment. Within sixty (60i) days following Prior to the Closing Date, Plains Anti-Pollution and D&D shall deliver to Parent a worksheet setting forth an estimate of the Net Working Capital (which may elect be a positive or negative number) of Anti-Pollution and D&D as of the Closing Date (the "ESTIMATED NET WORKING CAPITAL"). The worksheet shall be prepared by Anti-Pollution and D&D in consultation with Parent. If the Estimated Net Working Capital minus $39,450 (the "DEVIATION") is a positive number, the Merger Consideration shall be increased, pro-rata in cash and Parent Common Stock, in an amount equal to the Deviation. If the Deviation is a negative number, the Merger Consideration shall be decreased, pro-rata in cash and Parent Common Stock, in an amount equal to the Deviation. (ii) Within 45 days after the Closing Date, Parent shall cause the Surviving Corporation to prepare and deliver to MAP a statement consolidated balance sheet (the "Adjustment StatementCLOSING DATE BALANCE SHEET") detailingof the Company as of the Closing Date, by item, any instances in which Plains believes that including a computation of the Effective Time actual Net Working Capital Statement was not of the Company as of such date (the "ACTUAL NET WORKING CAPITAL"). The Closing Date Balance Sheet shall be prepared in accordance with GAAP. If within 15 days following delivery of the definitions of Current Assets and Current Liabilities set forth Closing Date Balance Sheet the Shareholder shall not object in this Agreementwriting thereto, then the Actual Net Working Capital shall be computed using such Closing Date Balance Sheet. If the Shareholder shall object in writing to the computation, then the Shareholder and the proposed resultant adjustments Parent shall negotiate in good faith and attempt to resolve their disagreement. Should such negotiations not result in an agreement within 20 days, then the matter shall be submitted to an independent accounting firm of national reputation mutually acceptable to Shareholder and Parent (the "NEUTRAL AUDITORS"). If Shareholder and Parent are unable to agree on the Neutral Auditors, then Shareholder and Parent shall request the American Arbitration Association to appoint the Neutral Auditors. All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by Shareholder and Parent. The Neutral Auditors will deliver to Shareholder and Parent a written determination (such determination to include a worksheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Neutral Auditors by Shareholder and Parent, or their respective affiliates) of the disputed items within 30 days of receipt of the disputed items, which determination will be final, binding and conclusive on the parties. (iii) Promptly following agreement on or delivery of the final, binding and conclusive Closing Date Balance Sheet setting forth the Actual Net Working Capital. Plains shall make available to MAP all information reasonably required to verify whether proposed adjustments detailed on the Adjustment Statement are correct. Within thirty (30) calendar days following the receipt of the Adjustment Statement, MAP may elect to dispute the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it shall be deemed to have agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work in good faith to resolve any disputed items. If they shall not so agree within thirty (30) calendar days following the date the dispute notice is received, then either MAP or Plains may cause the matter to be referred to the Arbitrator, by giving written notice to the other party and to the Arbitrator. The fees and expenses of the Arbitrator shall be borne 50% by Plains and 50% by MAP. The Arbitrator shall, within ninety (90) calendar days following the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be in accordance with the definitions contained account to each other as provided for in this Agreement. Such determination by the Arbitrator shall be final and binding on the parties for the purposes of computing any payment to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the ArbitratorSECTION 3.1(D)(III). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Actual Net Working CapitalCapital less the Estimated Net Working Capital is a positive number, the Shareholder shall receive a cash payment equal to such excess. If the Actual Net Working Capital less the Estimated Net Working Capital is a negative number, the Parent shall receive a cash payment from the Shareholder equal to such deficit. Any such excess or deficit payment shall be due and payable within three (3) business days after such amount is determined according to this SECTION 3.1(D)(III).

Net Working Capital Adjustment. (a) Within sixty (60) 60 days following after the Closing Date, Plains may elect to Parent shall prepare and deliver to MAP the Sellers' Committee its determination of the Closing Date Net Working Capital. If the Closing Date Net Working Capital is less than the Threshold Net Working Capital, the Sellers shall owe to the Buyer the amount by which the Closing Date Net Working Capital is less than the Threshold Net Working Capital, which amount shall be paid from the funds deposited with the Escrow Agent pursuant to Section 2.4 below. (b) Subject to this Section 2.3(b), the calculation of the Closing Date Net Working Capital delivered by Parent to Sellers' Committee shall be final, binding and conclusive on the parties hereto. If Sellers' Committee desires in good faith to dispute any amount reflected on the calculation of the Closing Date Net Working Capital delivered by Parent, Sellers' Committee shall notify Parent of its objections in writing within 20 days after its receipt of the calculation of the Closing Date Net Working Capital, setting forth the basis for its objection and its proposal for any adjustments to the calculation of the Closing Date Net Working Capital. Following such notification, Parent and Seller's Committee shall each negotiate in good faith to reach agreement as to any such proposed adjustment within 30 days of receipt of Sellers' Committee notice of objection. If agreement is reached in writing within such 30-day period as to all proposed further adjustments (or Parent and Seller's Committee agree that no adjustments are necessary), the parties shall make such agreed-upon adjustments, if any, and the Closing Date Net Working Capital shall be based thereon for all purposes of this Agreement. If Parent and Seller are unable to reach agreement within such 30-day period, Parent and Sellers' Committee shall select a statement mutually acceptable accounting firm (the "Adjustment StatementThird Party Accounting Firm") detailing, by item, any instances in which Plains believes that to review the Effective Time proposed Seller's Committee calculation of Closing Date Net Working Capital Statement was not and such firm shall make such adjustments, if any, as are necessary to cause the calculation of the Closing Date Net Working Capital, if any, to have been properly prepared in accordance with the definitions of Current Assets and Current Liabilities set forth in this Agreement. All such determinations shall relate only to such matters as are in dispute and shall represent either agreement with the position taken by Parent or Seller's Committee or a compromise between such positions. The determination of the Third Party Accounting Firm shall be delivered in writing as soon as practicable following engagement of the Third Party Accounting Firm, shall state the amount due by either party as a result and shall be final, conclusive and binding upon Buyer and Sellers. Not later than 10 days following the proposed resultant adjustments determination by the Third Party Accounting Firm, the amount, if any, required to be paid as a result of the determination of the Closing Date Net Working Capital. Plains , as determined by the Third Party Accounting Firm, shall make available to MAP all information reasonably required to verify whether proposed adjustments detailed on be paid from the Adjustment Statement are correct. Within thirty (30) calendar days following the receipt of the Adjustment Statement, MAP may elect to dispute the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing funds deposited with the Adjustment Statement, it shall be deemed Escrow Agent pursuant to have agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work in good faith to resolve any disputed items. If they shall not so agree within thirty (30) calendar days following the date the dispute notice is received, then either MAP or Plains may cause the matter to be referred to the Arbitrator, by giving written notice to the other party and to the ArbitratorSection 2.4 below. The fees and expenses of the Arbitrator Third Party Accounting Firm incurred in resolving all disputed matters shall be borne 50% equitably apportioned by Plains and 50% by MAP. The Arbitrator shall, within ninety (90) calendar days following the date such matter is referred to it, determine whether any adjustment proposed accountants based on the Adjustment Statement that is extent to which Parent or Seller's Committee are determined by such accountants to be the subject of disagreement among the parties should be madeprevailing party; provided, however, that any adjustments if the Third Party Accounting Firm cannot determine the prevailing party, the fees shall be in accordance paid one-half by Parent and one-half by Sellers. To the extent any fees are allocated to the Sellers, such fees shall be paid out of the funds deposited with the definitions contained in this Agreement. Such determination by the Arbitrator shall be final and binding on the parties for the purposes of computing any payment Escrow Agent pursuant to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working Capital2.4 below.

Net Working Capital Adjustment. Within sixty (60a) days following The Company will deliver to Purchaser the Company’s good-faith estimate, together with reasonable supporting detail, of the Adjustment Amount (the “Estimated Adjustment Amount”) no later than three (3) Business Days prior to the Closing Date, Plains may elect . The Estimated Adjustment Amount will be based on the Company’s books and records and other information then available. Purchaser shall have the right to prepare review the Estimated Adjustment Amount and deliver to MAP a statement ("Adjustment Statement") detailing, by item, any instances in which Plains believes that the Effective Time Working Capital Statement was not prepared in accordance with the definitions of Current Assets and Current Liabilities set forth in this Agreementobject thereto, and the proposed resultant adjustments to Net Working Capital. Plains shall make available to MAP all information reasonably required to verify whether proposed adjustments detailed Company, on the Adjustment Statement are correct. Within thirty (30) calendar days following one hand, and Purchaser, on the receipt of the Adjustment Statementother hand, MAP may elect to dispute the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it shall be deemed to have agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work cooperate in good faith to resolve any disputed itemssuch objections prior to the Closing and update the Estimated Adjustment Amount accordingly. In connection with Purchaser’s review of the Estimated Adjustment Amount, the Company shall provide to Purchaser such access to the Company’s books and records as Purchaser shall reasonably request. (b) The Merger Consideration paid on the Closing Date (the “Estimated Merger Consideration”) will be based on the Estimated Adjustment Amount. Purchaser and the Company acknowledge and agree that the exact amount of the Merger Consideration will not be known as of the Closing Date and that the Estimated Merger Consideration paid on the Closing Date is an estimate of the Merger Consideration which may need to be adjusted subsequent to the Closing Date on the basis set forth in this Agreement. Accordingly, as soon as practicable following the Closing Date, but in no event later than sixty (60) days after the Closing Date, Purchaser will prepare and deliver to the Shareholders’ Agent (i) a balance sheet of the Company as of the open of business on the Closing Date (the “Closing Date Balance Sheet”) prepared in accordance with GAAP in accordance with the Company’s past practices, (ii) a determination of the Net Working Capital as of the Closing Date, (iii) the Adjustment Amount, and (iv) a statement setting forth the determination of the resulting Merger Consideration (the “Merger Consideration Statement”). The components of the Adjustment Amount will be determined in accordance with GAAP in accordance with the Company’s past practices. (c) The Shareholders’ Agent and the Representatives of the Shareholders’ Agent will have the right to review all records, work papers and calculations related to the Closing Date Balance Sheet, Net Working Capital determination (as of the Closing Date), Adjustment Amount and the Merger Consideration Statement. The Shareholders’ Agent will have thirty (30) days after delivery of the Merger Consideration Statement in which to notify Purchaser in writing (such notice, a “Merger Consideration Dispute Notice”) of any discrepancy in, or disagreement with, the items reflected on the Merger Consideration Statement (and specifying the amount in dispute and setting forth in reasonable detail the basis for such discrepancy or disagreement), and upon agreement by Purchaser regarding the adjustment requested by the Shareholders’ Agent, an appropriate adjustment will be made thereto. If they shall the Shareholders’ Agent does not so deliver a Merger Consideration Dispute Notice to Purchaser during such thirty (30) day period, the Merger Consideration Statement will be deemed to be accepted in the form presented to the Shareholders’ Agent. If Purchaser and the Shareholders’ Agent do not agree (within thirty (30) calendar days following after timely delivery of the date Merger Consideration Dispute Notice) to resolve any discrepancy or disagreement therein, the dispute notice is received, then either MAP discrepancy or Plains may cause disagreement will be submitted for review and final determination by the matter to Independent Accounting Firm. The review of the Independent Accounting Firm will be referred limited to the Arbitratordiscrepancies and disagreements set forth in the Merger Consideration Dispute Notice, by giving written notice to and the other party resolution of such discrepancies and to disagreements and the Arbitrator. The fees and expenses determination of the Arbitrator shall Merger Consideration by the Independent Accounting Firm will be borne 50% by Plains and 50% by MAP. The Arbitrator shall(i) in writing, within ninety (90ii) calendar days following the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be made in accordance with GAAP in accordance with the definitions contained Company’s past practices, (iii) with respect to any specific discrepancy or disagreement, no greater than the higher amount calculated by Purchaser or the Shareholders’ Agent, as the case may be, and no lower than the lower amount calculated by Purchaser or the Shareholders’ Agent as the case may be, (iv) made as promptly as practical after the submission of such discrepancies and disagreements to the Independent Accounting Firm (but in this Agreement. Such determination by no event later than thirty (30) days after the Arbitrator shall be date of submission), and (v) final and binding upon, and non-appealable by, the parties to this Agreement and their respective successors and assigns for all purposes of this Agreement, and not subject to collateral attack for any reason absent manifest error or fraud. All expenses and fees of the Independent Accounting Firm will be borne one-half (1/2) by Purchaser, on the parties one hand, and one-half (1/2) by the Company Holders (in accordance with their Company Holder Percentage Interests), on the other hand. (d) If the Merger Consideration as finally determined pursuant to Section 2.13(c) exceeds the Merger Consideration paid on the Effective Date, Purchaser will promptly pay to the Paying Agent the Additional Merger Consideration by wire transfer of immediately available funds for distribution to the purposes Company Holders (in accordance with each Company Holder’s Percentage Interest), provided that, with respect to holders of computing any payment cancelled Vested Company Options, Purchaser will promptly pay to the Surviving Corporation such Additional Merger Consideration to be made under this distributed to the holders of cancelled Vested Company Options through the Surviving Corporation’s payroll system, net of applicable Tax withholding. If the Merger Consideration as finally determined pursuant to Section 2.42.13(c) is less than the Merger Consideration paid on the Effective Date, the Shareholders’ Agent and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following Purchaser will promptly instruct the final determination (whether by agreement Escrow Agent to pay the amount of such excess to Purchaser out of the parties or determination by Adjustment Portion of the Arbitrator)Escrow Fund. If Plains elects not the Adjustment Portion of the Escrow Fund is insufficient to furnish MAP an Adjustment Statement within sixty (60) calendar days following cover the Closing Dateamount of such excess, then Plains the Escrow Agent shall have no further right distribute the entire Adjustment Portion of the Escrow Fund to seek payment for adjustments Purchaser as provided above and the Shareholders’ Agent and Purchaser will promptly instruct the Escrow Agent to Net Working Capitalpay the amount of such deficiency to Purchaser out of the Indemnity Portion of the Escrow Fund, provided that the Company Holders shall promptly thereafter deliver to the Escrow Agent the amount that was distributed from the Indemnity Portion to pay any such deficiency.

Net Working Capital Adjustment. Within sixty Each of the conversion amounts and payment amounts set forth in Section 4 and Section 5 hereof shall be subject to the following adjustment mechanism after the Closing (60the “Net Working Capital Adjustment”): (a) The Parties acknowledge and agree that the conversion amounts and payment amounts set forth in Section 4 and Section 5 are based on the Financial Model, which model is based on financial statements provided by the Sky Solar Parties as of August 31, 2019. The Parties’ further acknowledge and agree that the foregoing conversion amounts and payment amounts are intended to reflect the Net Working Capital of each of the Equity Conversion Project Companies as of the Cutoff Date but that financial statements as of the Cutoff Date were not made available to the Hxxxxx Parties prior to the execution of this Agreement. Promptly following the execution of this Agreement, but no later than seven (7) Business Days following the date hereof, the Sky Solar Parties shall deliver financial statements for each of the Equity Conversion Project Companies as of the Cutoff Date. Promptly thereafter, the Financial Model and the conversion amounts and payment amounts set forth in Section 4 and Section 5 of this Agreement shall be modified to reflect the updated financial information set forth in the Cutoff Date balance sheets. (b) No later than five (5) Business Days prior to the date that is scheduled by the Parties as the Closing Date, the Sky Solar Parties shall deliver to the Hxxxxx Parties the Estimated Statement of Net Working Capital, which will include their estimates of Net Working Capital for each of the Equity Conversion Project Companies as of the Closing Date. In the event that the Net Working Capital reflected in the Financial Model exceeds the Net Working Capital reflected in the Estimated Statement of Net Working Capital, then the relevant conversion amounts or payment amounts, as applicable, will be adjusted upward in an amount equal to such excess. In the event that the Net Working Capital reflected on the Estimated Statement of Net Working Capital exceeds the Net Working Capital reflected on the Financial Model, then the relevant conversion amounts or payment amounts, as applicable, will be adjusted downward in an amount equal to such excess. Such adjustments will be reflected in the Funds Flow Memorandum, which shall be agreed by the Parties at least two (2) Business Days prior to the Closing Date. (c) As promptly as practicable, but in any event within ninety (90) days following the Closing DateClosing, Plains may elect to prepare and the Hxxxxx Parties will deliver to MAP a statement ("Adjustment Statement") detailing, by item, any instances in which Plains believes that the Effective Time Working Capital Sky Solar Parties the Closing Statement was not prepared in accordance with the definitions of Current Assets and Current Liabilities set forth in this Agreement, and the proposed resultant adjustments to Net Working Capital. Plains shall make available The Hxxxxx Parties will also allow the Sky Solar Parties and any of their representatives, full access to MAP all information reasonably required the books and records of the Equity Conversion Project Companies, the personnel of, and work papers prepared by, the Hxxxxx Parties or their representatives, in each case, to verify whether proposed adjustments detailed the extent that they relate to the Closing Statement of Net Working Capital; provided, that such access will be in a manner that does not interfere with the normal business operations of the Hxxxxx Parties or the Equity Conversion Project Companies. (d) The Sky Solar Parties may dispute any amounts reflected on the Adjustment Closing Statement are correct. Within thirty (30) calendar days following the receipt of the Adjustment Statement, MAP may elect to dispute the Adjustment Statement Net Working Capital by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it shall be deemed to have agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work in good faith to resolve any disputed items. If they shall not so agree within thirty (30) calendar days following the date the dispute notice is received, then either MAP or Plains may cause the matter to be referred to the Arbitrator, by giving written notice to the other party and to the Arbitrator. The fees and expenses Hxxxxx Parties in writing of the Arbitrator shall be borne 50% by Plains and 50% by MAP. The Arbitrator shalleach disputed item, within ninety (90) calendar days following of the date Hxxxxx Parties’ delivery of the Closing Statement of Net Working Capital. In the event of such matter is referred a dispute, the Sky Solar Parties and the Hxxxxx Parties will attempt to itreconcile their differences. If the Sky Solar Parties and the Hxxxxx Parties are unable to reach a resolution with such effect within thirty (30) days after the receipt by the Hxxxxx Parties of the Sky Solar Parties’ written notice of dispute, the Sky Solar Parties and the Hxxxxx Parties will submit the items remaining in dispute for resolution to an internationally recognized independent accounting firm mutually selected by the Parties (the “Independent Accounting Firm”), which will, within sixty (60) days after such submission, determine whether any adjustment proposed and report to the Sky Solar Parties and the Hxxxxx Parties upon such remaining disputed items, and such report will be final, conclusive, and binding on the Adjustment Statement Sky Solar Parties and the Hxxxxx Parties. The fees and disbursements of the Independent Accounting Firm will be allocated between the Sky Solar Parties and the Hxxxxx Parties in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such Party (as finally determined by the subject Independent Accounting Firm) bears to the total amount of disagreement among such remaining disputed items so submitted. The Parties agree to execute, if requested by the parties should Independent Accounting Firm, a reasonable engagement letter that is consistent with the terms of this Agreement. (e) The Closing Statement of Net Working Capital will be deemed final for the purposes of this Section 13.1 upon the earliest of (x) the failure of the Sky Solar Parties to notify the Hxxxxx Parties of a dispute within ninety (90) days of the Hxxxxx Parties’ delivery of the Closing Statement of Net Working Capital; or (y) the resolution of all disputes, pursuant to Section 13.1(d), by the Sky Solar Parties and the Hxxxxx Parties, or by the Independent Accounting Firm. Within three (3) Business Days of the Closing Statement of Net Working Capital being deemed final, an adjustment, which will be the net effect of the following adjustments, will be made: (i) In the event that the Net Working Capital reflected on the Estimated Statement of Net Working Capital exceeds the Net Working Capital reflected on the Closing Statement of Net Working Capital as finally determined in accordance with this Section 13.1, then the Sky Solar Parties shall pay an amount equal to such excess (and in a pro-rated amount with respect to the portion of such amount attributable to the Schedule V Project Companies) to Hxxxxx Solar or HSM (as applicable) by wire transfer in immediately available funds. (ii) In the event that the Net Working Capital of the Uruguay Project Companies Schedule II Project Companies, the Schedule III project Companies, and the Schedule IV Project Companies reflected on the Closing Statement of Net Working Capital exceeds the Net Working Capital for those entities reflected on the Estimated Statement of Net Working Capital, then Hxxxxx Solar or HSM (as applicable) shall pay the Sky Solar Parties an amount equal to such excess by wire transfer in immediately available funds; provided, however, that to the extent any adjustments shall be in accordance with amount of excess Net Working Capital is attributable to accounts receivable, Hxxxxx Solar’s obligation to pay the definitions contained Sky Solar Parties as set forth in this Agreement. Such determination by Section 13.1(e)(ii) shall reflect that Hxxxxx Solar is only obligated to make a cash payment on account the Arbitrator shall be final and binding excess Net Work Capital attributable to such receivable or receivables upon their collection. (iii) In the event that the Net Working Capital of the Schedule V Project Companies reflected on the parties for Closing Statement of Net Working Capital exceeds the purposes Net Working Capital of computing any payment to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following those entities reflected on the final determination (whether by agreement Estimated Statement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working Capital, then, subject to a mechanism to be agreed and documented promptly between the Parties (the “Japanese NWC Adjustment Agreement”), the Sky Solar Parties shall be entitled to a priority distribution or right of payment from the relevant Schedule V Project Companies equal to the amount of such excess.

Net Working Capital Adjustment. (a) Seller shall prepare (or cause to be prepared) an estimated unaudited balance sheet of each of the Transferred Entities as of the close of business on the last Business Day of the calendar month ending immediately prior to the Closing Date (but pro forma for the Closing (excluding, for the avoidance of doubt, the Restructuring Transactions) and the Pre-Closing Dividend), each of which balance sheet shall be prepared in accordance with the Closing Balance Sheet Principles (each, an “Estimated Closing Balance Sheet”), together with a schedule calculating each Estimated Net Working Capital Adjustment Amount and the Estimated Aggregate Net Working Capital Adjustment Amount (collectively, the “Estimated Closing Balance Sheet Documents”). The Estimated Closing Balance Sheet Documents shall be delivered to Buyer at least five (5) Business Days prior to the Closing Date. (b) As soon as reasonably practicable following the Closing Date, and in no event more than sixty (60) days thereafter, Buyer shall prepare and deliver to Seller an unaudited balance sheet of each of the Transferred Entities as of the close of business on the last Business Day of the calendar month ending immediately prior to the Closing Date (but pro forma for the Closing (excluding, for the avoidance of doubt, the Restructuring Transactions) and the Pre-Closing Dividend), which balance sheet shall be prepared in accordance with the Closing Balance Sheet Principles (each, a “Final Closing Balance Sheet”), together with a schedule calculating each Final Net Working Capital Adjustment Amount and the Final Aggregate Net Working Capital Adjustment Amount (collectively, the “Final Closing Balance Sheet Documents”). (c) Within sixty (60) days following after delivery to Seller of the Final Closing DateBalance Sheet Documents (during which period Buyer shall provide access to such working papers, Plains financial records and information and its and the Company Group’s accountants relating to the preparation of the Final Closing Balance Sheet Documents as may elect be reasonably requested by Seller and its Affiliates and their respective representatives), Seller may dispute all or a portion of such Final Closing Balance Sheet Documents by giving written notice (any such notice or any similar notice contemplated by Sections 1.6 and 1.7, a “Notice of Disagreement”) to prepare Buyer setting forth in reasonable detail the basis for any such dispute (any such dispute or similar dispute under Sections 1.6 and deliver 1.7 being hereinafter called a “Disagreement”). The parties shall promptly commence good faith negotiations with a view to MAP resolving all such Disagreements. If Seller does not provide a statement Notice of Disagreement to Buyer within the sixty ("Adjustment Statement"60) detailing, by item, any instances in which Plains believes that the Effective Time Working Capital Statement was not prepared in accordance with the definitions of Current Assets and Current Liabilities day period set forth in this AgreementSection 1.4(c), Seller shall be deemed to have irrevocably accepted such Final Closing Balance Sheet Documents in the form delivered to it by Buyer. (d) If Seller delivers a Notice of Disagreement and the proposed resultant adjustments to Net Working Capital. Plains shall make available to MAP Buyer does not dispute all information reasonably required to verify whether proposed adjustments detailed on the Adjustment Statement are correct. Within thirty (30) calendar days following the receipt or any portion of the Adjustment Statement, MAP may elect to dispute the Adjustment Statement such Notice of Disagreement by giving written notice to Plains detailing each item disputed by MAP and Seller setting forth in reasonable detail the reasons basis for such dispute. If MAP dispute within thirty (30) days following the delivery of such Notice of Disagreement (during which period Seller shall not have given a timely dispute notice provide access to Plains disagreeing with such working papers, financial records and information of it and its controlled Affiliates and their accountants (subject to, in the Adjustment Statementcase of records of the accountants, it such customary restrictions as may be imposed by such accountants) relating to the preparation of the Notice of Disagreement as may be reasonably requested by Buyer and its representatives), Buyer shall be deemed to have agreed irrevocably accepted the Final Closing Balance Sheet Documents as modified by Seller in the manner set forth in the Notice of Disagreement. (e) If Buyer shall dispute a Notice of Disagreement by delivery of written notice to Seller within the thirty (30) day period set forth in Section 1.4(d), and within the twenty (20) days following the delivery to Seller of the notice of such dispute, the parties do not resolve the Disagreement in writing, such Disagreement shall thereafter be referred to the Independent Accounting Firm for a resolution of such Disagreement in accordance with the Adjustment Statementterms of this Agreement. Buyer and Seller shall each be party to the engagement letter entered into with the Independent Accounting Firm. If MAP any remaining issues in dispute are submitted to the Independent Accounting Firm for resolution, each of Buyer and Seller will be afforded an opportunity to present to the Independent Accounting Firm any material relating to the determination of the matters in dispute and to discuss such matters with the Independent Accounting Firm as the Independent Accounting Firm may request or permit. The Independent Accounting Firm shall give a timely dispute notice, MAP act as an expert and Plains not as an arbitrator to calculate the Final Closing Balance Sheet and shall work be instructed that its calculation must be made in good faith accordance with the standards and definitions in this Agreement (including the Closing Balance Sheet Principles). Buyer and Seller shall instruct the Independent Accounting Firm that the determinations of such firm with respect to resolve any disputed items. If they Disagreement shall not so agree be rendered within thirty (30) calendar days following after referral of the date Disagreement to such firm or as soon thereafter as reasonably possible. The Independent Accounting Firm shall make a determination with respect to any unresolved Disagreement only in a manner consistent with this Section 1.4, and in no event shall the dispute notice Independent Accounting Firm’s determination of the unresolved Disagreements be for an amount that is receivedoutside the range of Buyer’s and Seller’s proposals with respect to each individual Disagreement. Such determinations shall be final and binding upon the parties, then either MAP or Plains may and the amount so determined shall be used to complete the Final Closing Balance Sheet Documents. Each of Buyer and Seller shall use its reasonable best efforts to cause the matter Independent Accounting Firm to be referred render its determination within the thirty (30) day period described in the fifth sentence of this Section 1.4(e), and each shall cooperate with such firm and provide such firm with access to the Arbitratorits books, by giving written notice records, personnel and representatives and such other information as such firm may require in order to the other party and to the Arbitratorrender its determination. The fees and expenses of the Arbitrator Independent Accounting Firm shall be borne 50% by Plains and 50% the party whose proposed Final Aggregate Net Working Capital Adjustment Amount as reflected in such party’s submission to the Independent Accounting Firm differs the most from the Final Aggregate Net Working Capital Adjustment Amount finally determined by MAP. The Arbitrator shallthe Independent Accounting Firm (or, within ninety (90) calendar days following the date if such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject differences of disagreement among the parties should be made; providedare equal, however, that any adjustments shall be equally by Buyer and Seller). (f) Promptly after the Final Closing Balance Sheet Documents have been finally determined in accordance with this Section 1.4 (including by means of a deemed acceptance of such documents by Buyer or Seller as provided in subsections (c) and (d) of this Section 1.4), but in no event later than five (5) Business Days following such final determination, (i) if the definitions contained Final Aggregate Net Working Capital Adjustment Amount is greater than the Estimated Aggregate Net Working Capital Adjustment Amount, Buyer shall pay to Seller an amount in this Agreementcash equal to the absolute value of such difference by Wire Transfer as set forth in written instructions from Seller and (ii) if the Final Aggregate Net Working Capital Adjustment Amount is less than the Estimated Aggregate Net Working Capital Adjustment Amount, Seller shall pay to Buyer an amount in cash equal to the absolute value of such difference by Wire Transfer as set forth in written instructions from Buyer. Such determination In any case, the foregoing amount payable shall be accompanied by interest thereon calculated from the Closing Date until the date of payment at the Applicable Rate. (g) The provisions of Section 1.4(e) relating to resolutions of disputes by the Arbitrator Independent Accounting Firm are not intended to and shall not be interpreted to require that the parties refer to such a firm (i) any dispute arising out of a breach by one of the parties of its obligations under this Agreement or (ii) any dispute the resolution of which requires the construction of this Agreement (apart from the mathematical calculation of the Final Net Working Capital Adjustment Amounts and Final Aggregate Net Working Capital Adjustment Amount and the accounting treatment of components thereof as such treatment affects the calculation of the Final Net Working Capital Adjustment Amounts and Final Aggregate Net Working Capital Adjustment Amount). (h) The adjustments contemplated by this Section 1.4 shall be final and binding on the exclusive remedy of the parties for with respect to the purposes subject matter hereof and no party shall have any right of computing any recovery under Article VIII with respect thereto. (i) Any payment to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, 1.4 shall be made within fifteen (15) calendar days following treated as an adjustment to the final determination (whether purchase price paid for the Transferred Shares for any Tax purposes, except as otherwise required by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working CapitalApplicable Law.

Net Working Capital Adjustment. (a) Within sixty ninety (6090) days following after the Closing Date, Plains may elect to Purchaser shall prepare and deliver to MAP Representative a statement ("Adjustment the “Closing Statement"”) detailingcalculating the Net Working Capital as of immediately prior to the Closing (the “Closing Net Working Capital”) as well as the adjustments to Transaction Consideration which shall be made pursuant to this Section 1.5. Each Seller shall reasonably cooperate with Purchaser in its preparation of the Closing Statement. (b) If Representative disputes any amounts as shown on the Closing Statement, Representative shall deliver to Purchaser within thirty (30) days after receipt of the Closing Statement a notice (the “Dispute Notice”) setting forth Representative’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, the difference and the amount thereof and reasons therefor) for the determination of such different amount. If Representative does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by item, any instances in which Plains believes Purchaser shall be deemed to be the Final Closing Statement and the Final Closing Net Working Capital. Any such disputes shall be limited to assertions that the Effective Time Closing Statement (and the determination of Closing Net Working Capital Statement therein) was not prepared calculated in accordance with the definitions terms of Current Assets this Section 1.5. Any component not disputed in the Dispute Notice shall be treated as final and Current Liabilities set forth binding. Purchaser and Representative shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Representative has given the Dispute Notice. If Purchaser and Representative resolve such differences, the Closing Statement and Closing Net Working Capital agreed to in this Agreement, writing by Purchaser and Representative shall be deemed to be the proposed resultant adjustments to Final Closing Statement and Final Closing Net Working Capital. Plains shall make available to MAP all information reasonably required to verify whether proposed adjustments detailed If Purchaser and Representative do not reach a final resolution on the Adjustment Closing Statement are correct. Within and Closing Net Working Capital within thirty (30) calendar days following after Representative has delivered the receipt of Dispute Notice, unless Purchaser and Representative mutually agree in writing to continue their efforts to resolve such differences, the Adjustment StatementNeutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.5 pursuant to an engagement agreement among Purchaser, MAP may elect Representative, and the Neutral Accountant (which Purchaser and Representative agree to dispute execute promptly), in the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such disputemanner provided below. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it Each Party shall be deemed to have agreed executed such engagement agreement and to have engaged the Neutral Accountant if it fails to do so within twenty (20) days of receiving a draft thereof. The Neutral Accountant shall have full authority to arbitrate all of the issues or matters relating to the adjustments under this Section 1.5, but shall only decide the specific components under dispute in the Dispute Notice (the “Disputed Items”), strictly in accordance with the Adjustment Statementterms of this Agreement. If MAP Purchaser and Representative shall give each be entitled to make a timely dispute noticepresentation to the Neutral Accountant at which the other shall be entitled to be present and participate, MAP pursuant to procedures to be agreed to among Purchaser, Representative, and Plains the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of Closing Net Working Capital therein); and Purchaser and Representative shall work in good faith use commercially reasonable efforts to cause the Neutral Accountant to resolve any disputed items. If they shall not so agree within thirty (30) calendar days following the date differences between them and determine the dispute notice is received, then either MAP or Plains may cause the matter amounts to be referred set forth on the Closing Statement (and the determination of Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Representative, as a condition precedent to making AmericasActive:13598183.18 a presentation to the ArbitratorNeutral Accountant and having the Neutral Accountant review its calculations, by giving written notice shall provide reasonable advance access to the other party Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of Purchaser and Representative (i.e., not on independent review) and on the definitions and other terms included in this Agreement. The Closing Statement (and determination of Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the ArbitratorFinal Closing Statement and Final Closing Net Working Capital. Such determination by the Neutral Accountant shall be conclusive and binding upon the Parties, absent fraud or manifest error, and shall be an arbitral award that is non-appealable. The fees and expenses of the Arbitrator Neutral Accountant shall be borne 50% paid equally, one-half by Plains Purchaser and 50% one-half by MAPSellers. The Arbitrator shallNothing in this Section 1.5(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, within ninety except for the resolution of differences between Purchaser and Representative regarding the determination of the Final Closing Statement (90and Final Closing Net Working Capital calculation therein); or (ii) calendar days following resolve any such differences by making an adjustment to any component of the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Closing Statement and (Closing Net Working Capital calculation therein) that is outside of the subject of disagreement among range defined by amounts as finally proposed by Purchaser and Representative. (c) Promptly, but no later than ten (10) Business Days after the parties should be made; providedfinal determination thereof, however, that if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Target Net Working Capital (taking into consideration any adjustments to the Closing Cash Consideration by reason of the Estimated Net Working Capital calculation as set forth in Section 1.4(b)), Purchaser shall pay such excess amount to Sellers; or (ii) is less than the Target Net Working Capital (taking into consideration any adjustments to the Closing Cash Consideration by reason of the Estimated Net Working Capital calculation as set forth in Section 1.4(b)), Sellers shall pay such shortfall amount to Purchaser. To the extent the amount paid by Sellers is less than such shortfall, Purchaser may, in Purchaser’s sole discretion, collect such amount from the Escrow Account by Purchaser providing unilateral instructions to the Escrow Agent regarding same (and the number of shares of Common Stock to be released from the Escrow Account shall be determined in accordance with Section 6.6(a)). Any payments made pursuant to this Section 1.5 shall be treated as an adjustment to the definitions contained in this Agreement. Such determination Transaction Consideration by the Arbitrator shall be final and binding Parties. The Parties acknowledge that the limitations on indemnification set forth in Article VI are not applicable to the parties for the purposes of computing any payment adjustments to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working Capital1.5.

Net Working Capital Adjustment. (a) Not more than five (5) Business Days nor fewer than two (2) Business Days before the Closing Date, the Company shall provide Parent with a written and detailed statement of the Net Working Capital (the “Statement of Estimated Closing Net Working Capital”) dated as of the Closing Date (the “Estimated Closing Net Working Capital”), including the resulting Estimated Closing Net Working Capital Shortage (if any), which Statement of Estimated Closing Net Working Capital shall be prepared in good faith and in accordance with GAAP on a basis consistent with the preparation of the Interim Financial Statements and shall be accompanied by a written certificate to Parent, executed by the Chief Financial Officer on behalf of the Company, certifying that the Statement of Estimated Closing Net Working Capital was so prepared. (b) Within sixty (60) days following after the Closing Date, Plains may elect to prepare Parent shall review the Statement of Estimated Closing Net Working Capital and deliver to MAP the Escrow Participants’ Representative a statement ("Adjustment Statement") detailing, by item, any instances in which Plains believes that the Effective Time of Net Working Capital as of the Closing Date, signed by an executive officer or the Controller of Parent (the “Statement was not prepared in accordance with the definitions of Current Assets and Current Liabilities set forth in this Agreement, and the proposed resultant adjustments to Closing Net Working Capital”). Plains The Statement of Closing Net Working Capital shall make set forth the Net Working Capital as of the Closing Date (the “Closing Net Working Capital”), including a detailed breakdown of the various amounts of each component of Net Working Capital and taking into account additional information that becomes available or events occurring after the Closing Date and prior to MAP all information reasonably required to verify whether proposed adjustments detailed on the Adjustment preparation of the Statement are correct. of Closing Net Working Capital. (c) Within thirty (30) calendar days following the receipt Parent’s delivery of the Adjustment StatementStatement of Closing Net Working Capital, MAP may elect the Escrow Participants’ Representative shall deliver a written notice (the “Notice of Disagreement”) to Parent of any dispute the Adjustment Escrow Participants’ Representative has with respect to the preparation or content of the Statement by giving written notice to Plains detailing each item disputed by MAP of Closing Net Working Capital and setting forth the reasons Closing Net Working Capital. The Notice of Disagreement shall describe in reasonable detail the items contained in the Statement of Closing Net Working Capital that the Escrow Participants’ Representative disputes and the basis for any such dispute. If MAP shall the Escrow Participants’ Representative does not notify Parent of a dispute with respect to the Statement of Closing Net Working Capital within such 30-day period or notifies Parent that it does not have given a timely any dispute notice to Plains disagreeing with the Adjustment Statementinformation reflected in the Statement of Closing Net Working Capital, it such Statement of Closing Net Working Capital shall be final, conclusive and binding on the parties and the Closing Net Working Capital reflected thereon shall become the “Final Net Working Capital.” In the event a Notice of Disagreement is delivered to Parent, the Escrow Participants’ Representative and Parent shall negotiate in good faith to resolve such dispute and agree upon the “Final Net Working Capital.” If the Escrow Participants’ Representative and Parent, notwithstanding such good faith effort, fail to resolve such dispute within ten (10) Business Days after the Escrow Participants’ Representative delivers the Notice of Disagreement, then the Escrow Participants’ Representative and Parent jointly shall engage a U.S. accounting firm of national reputation as is reasonably acceptable to the Escrow Participants’ Representative and Parent that has not provided services to either of Parent or its Affiliates or the Acquired Companies or their Affiliates during the prior three (3) years (the “Accounting Firm”) to resolve such dispute in accordance with the standards set forth in this Section 2.05. Parent and the Escrow Participants’ Representative shall use commercially reasonable efforts to cause the Accounting Firm to render a written decision resolving the matters submitted to the Accounting Firm within thirty (30) days after the making of such submission. The Accounting Firm shall address only those items in dispute. The Accounting Firm shall determine, on such basis, whether and to what extent, the Closing Net Working Capital requires adjustment, which determination shall be consistent with either the position of the Escrow Participants’ Representative or the position of Parent or between the positions of the Escrow Participants’ Representative and Parent and the amount determined by the Accounting Firm shall become the “Final Net Working Capital.” Judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. All determinations made by the Accounting Firm will be final, conclusive and binding on the parties. The Escrow Participants’ Representative and/or Parent shall share the fees and expenses of the Accounting Firm proportionately based on which party’s position was closer to the determination by the Accounting Firm. For purposes of complying with the terms set forth in this Section 2.05, each party shall cooperate with and make available to the other parties and their respective representatives all information, records, data and working papers, and shall permit reasonable access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Statement of Closing Net Working Capital. (d) Following the determination of the Final Net Working Capital, the following payments, if any, shall be made: (i) If the Final Net Working Capital is greater than or equal to the Target Net Working Capital and there was not an Estimated Closing Net Working Capital Shortage, then no additional amounts will be owed by Parent or the Company Securityholders to the other. (ii) If the Final Net Working Capital is greater than or equal to the Target Net Working Capital and there was an Estimated Closing Net Working Capital Shortage, then Parent shall be required to pay an amount equal to the Estimated Closing Net Working Capital Shortage. (iii) If the Final Net Working Capital is less than the Target Net Working Capital and there was not an Estimated Closing Net Working Capital Shortage, then Parent shall be entitled to receive an amount equal to the amount by which the Final Net Working Capital is less than the Target Net Working Capital. (iv) If the Final Net Working Capital is less than the Target Net Working Capital and there was an Estimated Closing Net Working Capital Shortage, then: (A) If the Final Net Working Capital is greater than the Estimated Closing Net Working Capital, Parent shall be required to pay an amount equal to the difference between the Final Net Working Capital and the Estimated Closing Net Working Capital; and (B) If the Final Net Working Capital is less than the Estimated Closing Net Working Capital, Parent shall be entitled to receive an amount equal the difference between the Estimated Closing Net Working Capital and the Final Net Working Capital. (e) If Parent is obligated to pay any amount pursuant to Section 2.05(d)(ii) or Section 2.05(d)(iv)(A) (such amount, the “Post-Closing Cash Consideration”), Parent shall, within five (5) Business Days after the Final Net Working Capital has been established (i) pay the Post-Closing Cash Consideration to the Escrow Participants’ Representative in immediately available funds, and such payment, when made, shall be deemed to have agreed with been paid in full satisfaction of the Adjustment Statementrights of the Escrow Participants under Sections 2.02(c)(viii), 2.02(d)(viii), 2.03(a)(ii) and 2.04(b), and (ii) execute written instructions to the Escrow Agent, instructing the Escrow Agent to disburse all of the funds in the Net Working Capital Escrow Fund to the Escrow Participants’ Representative and such payment, when made, shall be deemed to have been paid in full satisfaction of the rights of the Escrow Participants under Sections 2.02(c)(vi) and 2.02(d)(vi). If MAP shall give a timely dispute noticeParent is entitled to receive any amount pursuant to any provision of Section 2.05(d) (such amount, MAP the “Closing Net Working Capital Shortage”), Parent and Plains shall work in good faith to resolve any disputed items. If they shall not so agree within thirty (30) calendar days following the date the dispute notice is received, then either MAP or Plains may cause the matter to be referred to the Arbitrator, by giving written notice to the other party and to the Arbitrator. The fees and expenses of the Arbitrator shall be borne 50% by Plains and 50% by MAP. The Arbitrator Escrow Participants’ Representative shall, within ninety five (905) calendar days following Business Days after the date such matter Final Net Working Capital has been established, execute joint written instructions to the Escrow Agent, instructing the Escrow Agent to disburse the Closing Net Working Capital Shortage to Parent from the Net Working Capital Escrow Fund and, to the extent the amount in the Net Working Capital Escrow Fund is referred to itless than the Closing Net Working Capital Shortage, determine whether any adjustment proposed on from the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be in accordance with the definitions contained in this Agreement. Such determination by the Arbitrator shall be final and binding on the parties for the purposes of computing any payment to be made under this Section 2.4Indemnity Escrow Fund, and may be enforced by appropriate judicial or other proceedings. Such paymentsimmediately thereafter to disburse any amount remaining in the Net Working Capital Escrow Fund to the Escrow Participants’ Representative and such payment, in either casewhen made, shall be made within fifteen (15) calendar days following the final determination (whether by agreement deemed to have been paid in full satisfaction of the parties or determination by rights of the ArbitratorEscrow Participants under Sections 2.02(c)(vi) and 2.02(d)(vi). If Plains elects not Parent is neither required to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Datepay any amount nor entitled to receive any amount under Section 2.05(d), then Plains shall have no further right to seek payment for adjustments to within five (5) Business Days after the Final Net Working CapitalCapital has been established, Parent and the Escrow Participants’ Representative shall execute joint written instructions to the Escrow Agent, instructing the Escrow Agent to disburse the Net Working Capital Escrow Fund to the Escrow Participants’ Representative and such payment, when made, shall be deemed to have been paid in full satisfaction of the rights of the Escrow Participants under Sections 2.02(c)(vi) and 2.02(d)(vi).

Net Working Capital Adjustment. (a) Within sixty ninety (6090) days following the Closing DateEffective Time, Plains may elect to Netsmart shall prepare and deliver to MAP the Securities Holders’ Representative an unaudited balance sheet of CMHC as of the Closing Date immediately prior to Closing (“Proposed Closing Balance Sheet”), which shall include a statement of Net Working Capital as of the Closing Date immediately prior to Closing ("Adjustment “Proposed Closing Working Capital Statement") detailing, by item, any instances in which Plains believes that the Effective Time ”). The Proposed Closing Balance Sheet and Proposed Closing Working Capital Statement was not shall be prepared in accordance with GAAP and shall be consistent with Past Practice. The Proposed Closing Balance Sheet shall present fairly in all material respects the definitions financial condition of Current Assets CMHC as of that date. (b) The Securities Holders’ Representative and Current Liabilities set forth one independent certified public accountant or firm designated by the Securities Holders’ Representative shall have the right to observe the work performed by Netsmart and/or its Representatives in this Agreementconnection with the preparation of the Proposed Closing Balance Sheet and Proposed Closing Working Capital Statement, to examine and make copies of the proposed resultant adjustments work papers and other documents generated or reviewed in connection with the preparation of the Proposed Closing Balance Sheet and Proposed Closing Working Capital Statement and to access the books and records of CMHC related to the preparation of the Proposed Closing Balance Sheet and Proposed Closing Working Capital Statement. (i) If the Proposed Closing Working Capital Statement reflects Net Working Capital. Plains Capital equal to or above a deficit of $7.5 Million Dollars and, in accordance with the 5.5(c)(iv), such Statement becomes final and binding on Netsmart, then within five (5) business days following the earlier of (x) the expiration of the Review Period (without a Notice of Disagreement having been delivered to Netsmart) or (y) the receipt by Netsmart of a written statement from the Securities Holders’ Representative agreeing to the calculation, the Net Working Capital Adjustment Fund shall make available be paid to MAP all information reasonably required the Securities Holders entitled to verify whether proposed adjustments detailed on receive a portion of such amount by the Adjustment Statement are correct. Within Escrow Agent in accordance with the terms of the Escrow Agreement. (ii) The Securities Holders’ Representative shall have thirty (30) calendar days following after the receipt of the Adjustment Proposed Closing Balance Sheet and Proposed Closing Working Capital Statement (“Review Period”) to review the Proposed Closing Balance Sheet and Proposed Closing Working Capital Statement, MAP may elect the work papers and other documents generated or reviewed by Netsmart in connection with the preparation of the Proposed Closing Balance Sheet and Proposed Closing Working Capital Statement, and the books and records of CMHC related to dispute the Adjustment Statement by giving preparation of the Proposed Closing Balance Sheet and the Proposed Closing Working Capital Statement. (iii) If, within the Review Period, the Securities Holders’ Representative disputes any item(s) on the Proposed Closing Balance Sheet or Proposed Closing Working Capital Statement, the Securities Holders’ Representative shall give Netsmart written notice of such disagreement prior to Plains detailing each item disputed by MAP the expiration of the Review Period specifically identifying the item(s) and setting forth amount(s) in dispute and the reasons basis for such disputedispute (the “Notice of Disagreement”). (iv) If the Securities Holders’ Representative either does not deliver a Notice of Disagreement to Netsmart or otherwise manifests in writing his agreement with such calculation prior to the expiration of the Review Period, Netsmart’s Proposed Closing Balance Sheet and Proposed Closing Working Capital Statement shall be deemed final and binding on Netsmart, the Surviving Corporation, the Securities Holders’ Representative and the Securities Holders for all purposes of this Agreement. (v) The parties shall use commercially reasonable efforts to reach agreement with respect to such disputed items within thirty (30) days following the delivery of the Notice, or such longer period as may be agreed upon by the parties (the “Resolution Period”). If MAP Netsmart and the Securities Holders’ Representative mutually agree upon the Proposed Closing Balance Sheet and the Proposed Closing Working Capital Statement within the Resolution Period, such agreement shall be conclusive and binding on all parties. Any item(s) on the Proposed Closing Balance Sheet or Proposed Closing Working Capital Statement not have given specifically identified in writing as a timely dispute notice to Plains disagreeing with disputed item before the Adjustment Statementend of the Review Period, it shall be deemed to have agreed with been accepted by the Adjustment Statement. Securities Holders’ Representative and shall not be subject to any further dispute, review or change. (d) If MAP shall give a timely dispute notice, MAP and Plains shall work in good faith the parties fail to resolve any disputed itemsdisputes with respect to the Proposed Closing Balance Sheet and/or Proposed Closing Working Capital Statement within the Resolution Period, the unresolved dispute(s) shall be submitted for resolution within ten (10) days after the expiration of the Resolution Period to, and finally determined by, Xxxxx Xxxxxxxx LLP (the “Accounting Firm”), which shall act as expert and not as arbitrator and whose determination shall be final and binding. The Accounting Firm’s determination of such dispute(s) shall be made in a manner consistent with the principles set forth in this Section 5.5 in a written, reasoned opinion delivered not later than forty-five (45) days after the submission of the same to such Accounting Firm. The Accounting Firm shall allocate its costs associated with such determination equally between Netsmart and the Securities Holders’ Representative. Any such determination shall be final and binding. The Proposed Closing Balance Sheet and the Proposed Closing Working Capital Statement as mutually agreed to by Netsmart and the Securities Holders’ Representative or otherwise finally determined shall be referred to as the “Closing Balance Sheet” and the “Final Working Capital Determination”. (e) If they shall not so agree the amount of Net Working Capital determined pursuant to the Final Working Capital Determination (the “Final Net Working Capital” and the date of such determination being the “Determination Date”) decreases below a deficit of $7.5 Million Dollars, then, within thirty five (305) calendar business days following the date Determination Date, the dispute notice is receivedamount of such difference (the “Reduction Amount”), then either MAP or Plains may cause the matter to be referred to the Arbitrator, by giving written notice to the other party and to the Arbitrator. The fees and expenses of the Arbitrator shall be borne 50% paid to Netsmart by Plains and 50% by MAP. The Arbitrator shall, within ninety (90) calendar days following the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be Escrow Agent in accordance with the definitions contained terms of the Escrow Agreement. The Reduction Amount shall be treated for income tax purposes as an adjustment to the Merger Consideration. To the extent that the Reduction Amount is less than the full amount of the Net Working Capital Adjustment Fund, then, within five (5) business days following the Determination Date, the amount of the difference between the full amount of the Net Working Capital Adjustment Fund and the Reduction Amount shall be paid to the Securities Holders’ entitled to receive a portion of such amount on a Pro Rata Percentage basis in accordance with the terms of the Escrow Agreement. (f) If the Final Net Working Capital increases above a deficit of $7.5 Million Dollars, then, within two (2) business days following the Determination Date, Netsmart shall deposit with the Payment Agent the amount of such increase (the “Increased Amount”), and within five (5) business days following the Determination Date, the Increased Amount shall be distributed by the Payment Agent to the Securities Holders entitled to receive a portion of such amount on a Pro Rata Percentage basis. This distribution shall constitute the Contingent Net Working Capital Distribution as described in Article II of this Agreement. Such determination by In addition, if (i) the Arbitrator shall be final and binding on the parties for the purposes of computing any payment Net Working Capital Adjustment Fund has not been disbursed pursuant to be made under this Section 2.45.5(c)(i), and may be enforced by appropriate judicial (ii) if the Final Net Working Capital reflects an Increased Amount or other proceedings. Such paymentsreflects that there is neither an Increased Amount nor a Reduction Amount, in either casethen, shall be made within fifteen five (155) calendar business days following the final determination (whether by agreement Determination Date, the Escrow Agent shall distribute to the Securities Holders entitled thereto the Net Working Capital Adjustment Fund on a Pro Rata Percentage basis in accordance with the terms of the parties or determination by Escrow Agreement. The Increased Amount shall be treated for income tax purposes as an adjustment to the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working CapitalMerger Consideration.

Net Working Capital Adjustment. Within sixty (60a) At least three (3) business days following prior to the Closing DateClosing, Plains may elect to the Company shall, in good faith and in consultation with Parent, prepare and deliver to MAP Parent a statement ("Adjustment Statement") detailing, by item, any instances in which Plains believes that good faith estimate of the Effective Time Actual Net Working Capital Statement was not (the “Estimated Net Working Capital”), together with an estimated balance sheet of the Company, on a consolidated basis, as of the Closing (the “Estimated Closing Balance Sheet”), prepared in accordance with GAAP consistent with the definitions manner in which GAAP was applied in the preparation of Current Assets the Balance Sheet. The Estimated Closing Balance Sheet shall be prepared as if the Closing Date was the last day of the Company’s fiscal year. The Estimated Net Working Capital shall be calculated based on the Estimated Closing Balance Sheet. Parent shall have the opportunity to review and Current Liabilities set forth in this Agreement, comment upon the Estimated Closing Balance Sheet and the proposed resultant adjustments Company’s calculation of the Estimated Net Working Capital, both of which shall be subject to Parent’s reasonable approval. Until the Actual Net Working Capital is finally determined in accordance with this Section 2.6, the Closing Cash Merger Consideration shall be determined using the Estimated Net Working Capital instead of the Actual Net Working Capital. (b) Within ninety (90) days after the Closing, Parent shall, in good faith, cause to be prepared and delivered to the Stockholders’ Agent (i) a balance sheet of the Company and its consolidated subsidiaries as of the Closing (the “Closing Date Balance Sheet”) and (ii) a reasonably detailed calculation (the “Parent Net Working Capital Calculation”) of the Actual Net Working Capital. Plains The Closing Date Balance Sheet shall make available be prepared in accordance with this Agreement and GAAP consistent with the manner in which GAAP was applied in the preparation of the Balance Sheet. The Closing Date Balance Sheet shall be prepared as if the Closing Date was the last day of the Company’s fiscal year. Following the delivery of the Closing Date Balance Sheet and Parent Net Working Capital Calculation to MAP all information the Stockholders’ Agent, Parent shall, and Parent shall cause the Surviving Corporation to, afford the Stockholders’ Agent and its Representatives the opportunity to examine the calculation of the Closing Date Balance Sheet, the Parent Net Working Capital Calculation and such underlying records and work papers as are reasonably required to verify whether proposed adjustments detailed necessary and appropriate. Parent shall cooperate reasonably promptly with the Stockholders’ Agent and its Representatives in such examination. (c) The Stockholders’ Agent may, on behalf of the Merger Stockholders, dispute any amounts reflected in the Parent Net Working Capital Calculation but only on the Adjustment Statement basis that such amounts were not calculated in accordance with this Agreement or that such calculations are correct. Within thirty mathematically inaccurate; provided, that the Stockholders’ Agent shall notify Parent in writing of each disputed amount and shall specify the amount thereof in dispute (30) calendar days following in the receipt of aggregate, the Adjustment Statement“Disputed Amounts”), MAP may elect to dispute the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it shall be deemed to have agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work in good faith to resolve any disputed items. If they shall not so agree within thirty (30) calendar days following of Parent’s delivery of the date Parent Net Working Capital Calculation. If the Stockholders’ Agent does not dispute notice is receivedany amounts reflected in the Parent Net Working Capital Calculation within such thirty (30) day period, then either MAP or Plains may cause the matter Parent Net Working Capital Calculation shall be deemed to be referred and shall be final, binding and conclusive on the parties hereto. (d) In the event of such a dispute, Parent and the Stockholders’ Agent shall attempt in good faith to reconcile their differences and any resolution by them as to any Disputed Amounts shall be in writing and shall be final, binding and conclusive on the parties, and shall be used to determine the Actual Net Working Capital. If Parent and the Stockholders’ Agent are unable to reach a resolution with respect to all Disputed Amounts within thirty (30) days of the Stockholders’ Agent’s written notice of dispute to Parent, Parent and the Stockholders’ Agent shall submit the remaining Disputed Amounts for resolution to the Arbitrator, by giving written notice Independent Accounting Firm which shall be requested to determine and report to the parties upon such remaining Disputed Amounts within thirty (30) days after submission, and such report shall be final, binding and conclusive on the parties hereto, and shall determine the Actual Net Working Capital. The Independent Accounting Firm will have exclusive jurisdiction over the parties hereto against one another or any other Person with respect to disputes over the calculation of Actual Net Working Capital. Each party will furnish to the Independent Accounting Firm such work papers and other documents and information relating to the disputed issues as the Independent Accounting Firm may request and are reasonably available to that party or its Subsidiaries (or its independent public accountants) and will be afforded the opportunity to present to the Independent Accounting Firm (to the extent permitted by the Independent Accounting Firm) any material relating to the determination of the matters in dispute and to discuss such determination with the ArbitratorIndependent Accounting Firm. The fees and expenses of the Arbitrator Independent Accounting Firm shall be borne 50% allocated between Parent and the Merger Stockholders (such allocation to be finally determined by Plains the Independent Accounting Firm) in such a way that Parent shall be responsible for that portion of the fees and 50% expenses equal to the total amount of such fees and expenses multiplied by MAPa fraction, the numerator of which is the Disputed Amounts submitted to the Independent Accounting Firm that are resolved against Parent, and the denominator of which is the Disputed Amounts so submitted, and the Stockholders’ Agent shall be responsible for the remainder of such fees and expenses. (e) If the Actual Net Working Capital, as finally determined pursuant to this Section 2.6, exceeds the Estimated Net Working Capital, the Merger Consideration shall be increased by an amount equal to such excess (such excess being the “Post-Closing Increase Amount”). The Arbitrator shallIf the Actual Net Working Capital, within ninety as finally determined pursuant to this Section 2.6, is less than the Estimated Net Working Capital, the Merger Consideration shall be decreased by an amount equal to such shortfall (90such shortfall being the “Post-Closing Decrease Amount”). If the Actual Net Working Capital exceeds the Estimated Net Working Capital, (i) calendar days following Parent shall pay to the Stockholders’ Agent on behalf of the Merger Stockholders an amount equal to (x) the Post-Closing Increase Amount plus (y) interest on such Post-Closing Increase Amount (for the period commencing on the Closing Date and ending on the date such matter is referred of payment) at a rate equal to it, determine whether any adjustment proposed the average interest rate earned on the Adjustment Statement that is Merger Consideration Escrow Amount during such period and (ii) Parent and the subject Stockholders’ Agent shall execute and the Stockholders’ Agent shall deliver to the Escrow Agent an instruction to release the Merger Consideration Escrow Amount and any interest earned thereon (the “Merger Consideration Escrow Funds”) to the Stockholders’ Agent on behalf of disagreement among the parties should be made; provided, however, that any adjustments shall be Merger Stockholders in accordance with the definitions contained in this Escrow Agreement. Such determination by If the Arbitrator Estimated Net Working Capital exceeds the Actual Net Working Capital, Parent and the Stockholders’ Agent shall execute and Parent shall deliver to the Escrow Agent an instruction (i) to release an amount of the Merger Consideration Escrow Funds equal to the Post-Closing Decrease Amount plus any interest earned on such amount to Parent and (ii) to release the remaining (after application of clause (i) of this sentence) Merger Consideration Escrow Funds, if any, to the Stockholders’ Agent on behalf of the Merger Stockholders in accordance with the Escrow Agreement. In the event that the Post-Closing Decrease Amount exceeds the Merger Consideration Escrow Funds, Parent shall be final entitled to recover from the Indemnity Escrow Amount and binding any interest earned thereon (the “Indemnity Escrow Funds”) (x) such excess plus (y) interest on such excess (for the period commencing on the parties Closing Date and ending on the date of recovery) at a rate equal the average interest rate earned on the Merger Consideration Escrow Amount during such period. If the balance of the Indemnity Escrow Fund available for payment is not sufficient to satisfy in full the purposes remaining obligations of computing the Merger Stockholders pursuant to this Section 2.6(e), each Merger Stockholder shall be responsible for such Merger Stockholder’s Pro Rata Share of any payment difference between the amount available from the Indemnity Escrow Fund and the remaining amount owed to Parent pursuant to this Section 2.6(e). Each of the items to be made under paid or delivered pursuant to this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, 2.6(e) shall be made so paid or delivered within fifteen three (153) calendar business days following of the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Actual Net Working Capital.

Net Working Capital Adjustment. Within sixty (60a) days following In order to ensure a sufficient Net Working Capital in the Company immediately after the Closing, the Parties agree that: (i) Should the amount of the Net Working Capital immediately after the Closing Datebe less than 14,672,000 Euros (“the Target NWC”), Plains may elect the Seller shall owe the difference to the Purchaser; or (ii) Should the amount of Net Working Capital immediately after the Closing be more than the Target NWC, the Purchaser shall owe the difference to the Seller. The difference between the actual Net Working Capital on July 31, 2006 and the Target NWC of 14,672,000 Euros is hereby called the “Final NWC Adjustment”. (b) For the purpose of determining the NWC Adjustment, the Purchaser shall cause the Company to prepare and deliver to MAP a statement ("Adjustment Statement") detailing, by item, any instances in which Plains believes that provisional calculation of the Effective Time Net Working Capital Statement was not prepared as of 31 July 2006 (“the Provisional NWC”), in accordance with its normal accounting procedures and submit such calculation to the definitions of Current Assets and Current Liabilities set forth in this AgreementSeller no later than 15 September 2006. This calculation shall use the same format, the same assumptions and the proposed resultant adjustments same list of accounts as those used in the preparation of Schedule 2.3 as of May 31, 2006, all as attached hereto. The NWC Adjustment that would be completed should the Provisional NWC be equal to the actual amount of the Net Working Capital. Plains shall make available Capital immediately after the Closing is hereafter referred to MAP all information reasonably required to verify whether proposed adjustments detailed on as the Adjustment Statement are correct. Within thirty “Provisional NWC Adjustment”. (30c) calendar days following the receipt of the Adjustment Statement, MAP may elect to dispute the Adjustment Statement Should either Party so request by giving written notice to Plains detailing each item disputed the other no later than 30 September 2006 that it disputes the calculation of the Provisional NWC Adjustment, the Parties mutually agree to implement the verification and adjustment procedure stated in (e) through (i) below. If during the course of such verification and adjustment procedure the Parties shall agree the Provisional NWC Adjustment (or any final changes to it) then the Provisional NWC Adjustment (as amended) shall be deemed to be the Final NWC Adjustment. If neither Party serves written notice by MAP 30 September under this clause, the Provisional NWC Adjustment shall be deemed to be agreed as the Final NWC Adjustment. (d) The Purchaser will provide the Seller and their representatives with access to all information and personnel necessary for the Seller to review all calculations as of the Closing Date and the determination of the NWC Adjustment. (e) The two Chief Financial Officers, namely Mxxxxxx Xxxxxxx of the Purchaser and Rxxxxx Xxxxx of the Seller shall discuss and agree on the Final NWC Adjustment no later than 15 October 2006. Should they not agree by that date (or such later date as the Parties shall agree), then either Party may so notify the other Party in writing and submit to the other Party a written statement (the “Dispute Notice”) setting forth any good faith objections that such Party may have to draft Final NWC Adjustment, together with any supporting documentation of such objections. (f) If within a further period of 15 days (or such later date as the reasons Parties shall agree), the Parties cannot reach agreement, such dispute shall be submitted for such disputeresolution to Deloitte (the “Independent Accounting Firm”). If MAP shall not have given a timely dispute notice Deloitte notifies either of the parties that it is unwilling or unable to Plains disagreeing with act as the Adjustment Statement, it Independent Accounting Firm for any reason (which determination shall be deemed to have agreed been made by Deloitte if within ten (10) days after it has been first requested to so act by one of the parties, it has not notified the parties that it is willing and able to act as the Independent Accounting Firm), and in the absence of any agreement between the Seller and the Purchaser as to the identity of another Independent Accounting Firm, the Independent Accounting Firm shall be appointed among highly reputed accountancy firms by the President of the Tribunal de Commerce de Paris acting in summary proceedings (statuant comme en matière de référé) upon request of the most diligent party, with each party having the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work in good faith to resolve any disputed items. If they shall not so agree within thirty (30) calendar days following the date the dispute notice is received, then either MAP or Plains may cause the matter opportunity to be referred to the Arbitratorheard, by giving written notice to the other party and to the Arbitrator. The fees and expenses of the Arbitrator shall be borne 50% by Plains and 50% by MAP. The Arbitrator shall, within ninety (90) calendar days following the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be in accordance with the definitions contained in this Agreement. Such determination by the Arbitrator which decision shall be final and binding on the parties for the purposes of computing any payment to be made under this Section 2.4, and may not be enforced by appropriate judicial or other proceedings. Such paymentschallenged on appeal. (g) In resolving any disputed item, in either case, the Independent Accounting Firm (i) shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination bound by the Arbitrator). If Plains elects not provisions of this Article 2.3, (ii) shall limit its review to furnish MAP an matters still in dispute as specifically set forth in the Dispute Notice (and only to the extent such matters are still in dispute following such 30-day period) and (iii) shall further limit its review solely to whether the Provisional NWC Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working Capitalhas been prepared in accordance with this Article 2.

Net Working Capital Adjustment. (a) Not more than ten (10), but not less than five (5), business days prior to the scheduled Closing, the Company will deliver to Parent an estimate of the Company’s Net Working Capital (the “Estimated Net Working Capital”). If the Estimated Net Working Capital is negative (less than $0), then such shortfall shall be deducted from the Aggregate Cash Consideration delivered at Closing on a dollar-for-dollar basis. (b) Within sixty (60) days following after the Closing Date, Plains may elect Parent, at its sole expense, shall cause to prepare be prepared and deliver delivered to MAP the Stockholders’ Representative a statement final balance sheet of the Company as of the close of business on the Closing Date ("Adjustment Statement") detailingthe “Proposed Closing Balance Sheet”), by item, any instances in which Plains believes that the Effective Time together with its proposed final calculation of Net Working Capital Statement was not prepared in accordance with based on the definitions of Current Assets and Current Liabilities set forth in this Agreement, and Proposed Closing Balance Sheet (the proposed resultant adjustments to “Proposed Closing Net Working Capital. Plains shall make available ”) and its proposed adjustment, if any, to MAP all information reasonably required to verify whether proposed adjustments detailed the Aggregate Cash Consideration based on the difference between the Proposed Closing Net Working Capital and the Estimated Net Working Capital (the “Proposed Adjustment”). The Proposed Closing Net Working Capital and Proposed Adjustment Statement are correctshall be accompanied by any supporting documentation or other materials reasonably necessary to determine such calculation or adjustment. Within thirty In the event that the Stockholders’ Representative does not object in writing to the Proposed Closing Net Working Capital and/or the Proposed Adjustment within fifteen (3015) calendar days following the after receipt of same, then the Proposed Closing Net Working Capital and Proposed Adjustment Statement, MAP may elect to dispute the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it shall be deemed to have agreed with been accepted by the Adjustment StatementStockholders’ Representative and all of the Company’s former stockholders and shall become final and binding. If MAP In the event that the Stockholders’ Representative timely objects in writing to the Proposed Closing Net Working Capital and/or Proposed Adjustment, then Parent and the Stockholders’ Representative shall give a timely dispute notice, MAP and Plains shall work in good faith use commercially reasonable efforts to resolve any disputed items. If they shall not so agree the dispute within thirty (30) calendar days following days. If Parent and the date Stockholders’ Representative are unable to reach an agreement within such thirty (30) day period, they shall submit the dispute notice is receivedto a nationally recognized accounting firm mutually agreeable to Parent and the Stockholders’ Representative, then either MAP or Plains may cause whose determination of the matter to be referred adjustment, if any, to the Arbitrator, by giving written notice to Aggregate Cash Consideration shall be made in accordance with this Section 1.12 and shall be final and binding. Parent and the other party and to Company’s former stockholders shall jointly share the Arbitrator. The fees and expenses of such accounting firm. The amount of any adjustments to the Arbitrator Aggregate Cash Consideration determined pursuant to this subparagraph shall be borne 50% by Plains and 50% by MAP. The Arbitrator shall, within ninety (90) calendar days following the date such matter is referred to it, determine whether any adjustment proposed on as the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments “Final Working Capital Adjustment.” Any amounts owing as a result thereof shall be paid to Parent in accordance with the definitions contained in this Agreement. Such determination by the Arbitrator shall be final and binding on the parties for the purposes cash within five (5) days of computing any payment to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an any Final Working Capital Adjustment Statement within sixty (60) calendar days following as provided herein, with simple interest thereon from the Closing Date, then Plains shall have no further right to seek Date through the date of payment for adjustments to Net Working Capitalat the rate of eight percent (8%) per annum.

Net Working Capital Adjustment. i. Within sixty (60) days following after the Closing Date, Plains may elect to Purchaser shall prepare and deliver to MAP Seller a statement ("Adjustment the “Closing Statement"”) detailing, by item, any instances in which Plains believes that calculating the Net Working Capital as of immediately prior to the Effective Time Working Capital Statement was not prepared in accordance with (the definitions of Current Assets and Current Liabilities set forth in this Agreement, and the proposed resultant adjustments to “Closing Net Working Capital”) as well as the adjustments to Included Working Capital Assets which shall be made consistent with the methodology set forth on Section 1.3(a) of the Disclosure Schedule and pursuant to this Section 1.4, together with all underlying documentation supporting such calculations. Plains Seller shall make available to MAP all information reasonably required to verify whether proposed adjustments detailed cooperate with Purchaser in its preparation of the Closing Statement. ii. If Seller disputes any amounts as shown on the Adjustment Statement are correct. Within thirty (30) calendar days following the receipt of the Adjustment Closing Statement, MAP may elect Seller shall deliver to dispute the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it shall be deemed to have agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work in good faith to resolve any disputed items. If they shall not so agree Purchaser within thirty (30) calendar days following after receipt of the date Closing Statement a notice (the dispute notice is received“Dispute Notice”) setting forth Seller’s calculation of Closing Net Working Capital and describing in reasonable detail the basis (including for each component, then either MAP or Plains may cause the matter difference and the amount thereof and reasons therefor) for the determination of such different amount. If Seller does not deliver a Dispute Notice to Purchaser within such thirty (30) day period, the Closing Statement (and the determination of Closing Net Working Capital therein) prepared and delivered by Purchaser shall be deemed to be referred to the Arbitrator, by giving written notice to Final Closing Statement and the other party and to the ArbitratorFinal Closing Net Working Capital. The fees and expenses of the Arbitrator Any such disputes shall be borne 50% by Plains limited to assertions that the Closing Statement (and 50% by MAP. The Arbitrator shall, within ninety (90the determination of Closing Net Working Capital therein) calendar days following the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be was not calculated in accordance with the terms of this Section 1.4. Any component not disputed in the Dispute Notice shall be treated as final and binding. Purchaser and Seller shall use commercially reasonable efforts to resolve such differences within a period of thirty (30) days after Seller has given the Dispute Notice. If Purchaser and Seller resolve such differences, the Closing Statement and Closing Net Working Capital agreed to by Purchaser and Seller shall be deemed to be the Final Closing Statement and Final Closing Net Working Capital. If Purchaser and Seller do not reach a final resolution on the Closing Statement and Closing Net Working Capital within thirty (30) days after Seller has delivered the Dispute Notice, unless Purchaser and Seller mutually agree to continue their efforts to resolve such differences, the Neutral Accountant shall resolve such differences with respect to the adjustment under this Section 1.4 pursuant to an engagement agreement among Purchaser, Seller, and the Neutral Accountant (which Purchaser and Seller agree to execute promptly), in the manner provided below. The Neutral Accountant shall have full authority to decide all of the issues or matters relating to the adjustments under this Section 1.4 (it being understood that in making such determination, the Neutral Accountant shall be functioning as an expert and not as an arbitrator), but shall only decide the specific components under dispute in the Dispute Notice, strictly in accordance with the terms of this Agreement. Purchaser and Seller shall each be entitled to make a presentation to the Neutral Accountant at which the other shall be entitled to be present and participate, pursuant to procedures to be agreed to among Purchaser, Seller, and the Neutral Accountant (or, if they cannot agree on such procedures, pursuant to procedures determined by the Neutral Accountant), regarding such Party’s determination of the amounts to be set forth on the Closing Statement (and the determination of Closing Net Working Capital therein); and Purchaser and Seller shall use commercially reasonable efforts to cause the Neutral Accountant to resolve the differences between them and determine the amounts to be set forth on the Closing Statement (and the determination of Closing Net Working Capital therein) within twenty (20) days after the engagement of the Neutral Accountant. Each of Purchaser and Seller, as a condition precedent to making a presentation to the Neutral Accountant and having the Neutral Accountant review its calculations, shall provide reasonable advance access to the other Party with respect to such materials and reasonably cooperate with the other Party in its review and analysis thereof. The Neutral Accountant’s determination shall be based solely on such presentations of Purchaser and Seller (i.e., not on independent review) and on the definitions contained and other terms included in this Agreement. The Closing Statement (and determination of Closing Net Working Capital therein) determined by the Neutral Accountant shall be deemed to be the Final Closing Statement and Final Closing Net Working Capital. Such determination by the Arbitrator Neutral Accountant shall be final conclusive and binding upon the Parties, absent fraud or manifest error. The fees, costs and expenses of the Neutral Accountant shall be allocated to and borne by Purchaser and Seller based on the parties inverse of the percentage that the Neutral Accountant’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Neutral Accountant. Nothing in this Section 1.4(b) shall be construed to authorize or permit the Neutral Accountant to: (i) determine any questions or matters whatsoever under or in connection with this Agreement, except for the purposes resolution of computing differences between Purchaser and Seller regarding the determination of the Final Closing Statement (and Final Closing Net Working Capital calculation therein), it being expressly acknowledged and agreed that the Neutral Accountant shall have authority to resolve only matters of an accounting nature and shall not have authority to resolve any payment disputes of a legal nature (with any dispute as to whether a matter is of an accounting or legal nature to be resolved by the Neutral Accountant); or (ii) resolve any such differences by making an adjustment to any component of the Closing Statement and (Closing Net Working Capital calculation therein) that is outside of the range defined by amounts as finally proposed by Purchaser and Seller. iii. Promptly, but no later than ten (10) Business Days after the final determination thereof, if the Final Closing Net Working Capital set forth in the Final Closing Statement: (i) exceeds the Target Net Working Capital (taking into consideration any adjustments to the Included Working Capital Assets by reason of the Estimated Net Working Capital calculation as set forth in Section 1.3(c)), Purchaser shall pay such excess amount to Seller; or (ii) is less than the Target Net Working Capital (taking into consideration any adjustments to the Included Working Capital Assets by reason of the Estimated Net Working Capital calculation as set forth in Section 1.3(c)), Seller shall promptly pay such shortfall amount to Purchaser. To the extent the amount promptly paid by Seller to Purchaser is less than such shortfall, Purchaser may, at its sole discretion (A) recover such shortfall amount from Seller directly or (B) offset such amount from the Indemnity Holdback Amount. Any payments made pursuant to this Section 1.4 shall be treated as an adjustment to the Transaction Consideration by the Parties. The Parties acknowledge that the limitations on indemnification set forth in Article VI are inapplicable to the adjustments to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working Capital1.4.

Net Working Capital Adjustment. (a) No more than five (5) days and not less than two (2) days prior to the Closing Date, the Company shall in good faith estimate the Net Working Capital (“Estimated Net Working Capital”) and deliver to Parent a certificate signed by a senior officer of the Company setting forth the calculation thereof. The Company shall provide Parent and its representatives reasonable access to all working papers and other information supporting such calculation of Estimated Net Working Capital. (b) If Net Working Capital, as finally determined pursuant to Section 3.4(d), is less than the Estimated Net Working Capital, then the Merger Consideration shall be reduced dollar-for-dollar by the amount of such shortfall, which shall be paid to Parent by the Escrow Agent solely from the Adjustment Escrow Amount; provided, however, that no adjustment need be made if the shortfall is less than $100,000. If Net Working Capital, as finally determined pursuant to Section 3.4(d), is greater than the Estimated Net Working Capital, then the Merger Consideration shall be increased dollar-for-dollar by the amount of such difference, which shall be paid by Parent to the Securityholders’ Agent to be disbursed to the Former Securityholders; provided, however, that no adjustment need be made if the difference is less than $100,000. Any cash payments to be made as a result of this Section 3.4 shall be paid within five (5) Business Days of the final determination of such amounts by wire transfer of immediately available funds. (c) Within sixty (60) days following after the Closing Date, Plains may elect Parent shall prepare or cause to prepare be prepared a calculation of Net Working Capital and deliver to MAP a statement ("Adjustment Statement") detailing, by item, any instances in which Plains believes that the Effective Time Securityholders’ Agent the calculation of Net Working Capital Statement was not prepared in accordance with the definitions of Current Assets and Current Liabilities set forth in this Agreement, and the proposed resultant adjustments adjustments, if any, required to be made to the Merger Consideration pursuant to Section 3.4(b). Parent shall provide the Securityholders’ Agent and its representatives access to all working papers and other information supporting such calculation of Net Working Capital. Plains shall make available to MAP all information reasonably required to verify whether proposed adjustments detailed on the Adjustment Statement are correct. Within thirty . (30d) calendar The Securityholders’ Agent will have a period of forty-five (45) days following the receipt delivery of Parent’s calculation of Net Working Capital to notify Parent of any disagreements with such calculation. In the Adjustment Statementevent the Securityholders’ Agent notifies Parent of any disagreement, MAP may elect to dispute Parent and the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such dispute. If MAP Securityholders’ Agent shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it shall be deemed to have agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work attempt in good faith to resolve any disputed itemssuch disagreement. If they shall not so agree within thirty (30) calendar days following after delivery to Parent of the date notification by the Securityholders’ Agent of a disagreement, the parties are unable to resolve such disagreement, either the Securityholders’ Agent, on the one hand, or Parent, on the other hand, shall have the right to submit the determination of such matters to an independent accountant of national standing reasonably acceptable to Parent and the Securityholders’ Agent (the “Independent Auditor”), whose decision shall be binding on the parties. The cost of the Independent Auditor shall be paid by the party whose aggregate estimate of the disputed amount differs most greatly from the determination of the Independent Auditor. Notwithstanding anything herein to the contrary, the dispute notice is received, then either MAP or Plains may cause the matter to be referred to the Arbitrator, by giving written notice to the other party and to the Arbitrator. The fees and expenses of the Arbitrator shall be borne 50% by Plains and 50% by MAP. The Arbitrator shall, within ninety (90) calendar days following the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be in accordance with the definitions resolution mechanism contained in this Agreement. Such determination by the Arbitrator Section 3.4(d) shall be final and binding on the parties exclusive mechanism for resolving disputes regarding the purposes of computing any payment to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working CapitalCapital adjustment, if any.