Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. (a) Within 90 days following the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (a) Within 90 ninety (90) days following after the Closing Date, Seller Buyer shall prepare and deliver to IDB Buyer Seller (i) a consolidated balance sheet of showing the Seller Retained Subsidiaries Working Capital as of the Closing Date (giving effect to the “Closing Date Balance Sheet”), and (ii) a certificate setting forth (a) the Closing Date Working Capital (calculated in accordance with the Closing Date Balance Sheet) and (b) the amount by which the Estimated Available Cash Allocation) (Closing Working Capital exceeds, or is exceeded by, the "Seller Closing Date Working Capital. The Closing Date Balance Sheet"), which Sheet shall be prepared in conformity with GAAP applied on a basis manner consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheetGAAP. Within 90 days following the The Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Date Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which Sheet shall be prepared in conformity accordance with GAAP applied on a basis consistent this Agreement by making appropriate adjustments to the items specified in Schedule 1.1(109), while maintaining consistency with the preparation of, principles and using the same accounting methods, policies, practices, procedures and estimation methods methodologies as those were used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common EquitySchedule 1.1(109). (b) Buyer’s determination of Closing Date Working Capital shall become final and binding on the Parties thirty (30) days after delivery of the Closing Date Balance Sheet by Buyer unless Seller objects in good faith to Buyer’s preparation of the Closing Date Balance Sheet and calculation of the Closing Date Working Capital in writing, stating in reasonable detail their objection thereto (the “Notice of Disagreement”). Following delivery of the Notice of Disagreement, Seller and Buyer agree to cooperate to exchange information used to prepare the Estimated Closing Balance Sheet Working Capital, Closing Date Working Capital and the IDB Buyer Closing Balance Sheet and prior to Notice of Disagreement. To the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review extent any portion of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery calculation of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which Date Working Capital is not objected to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations Notice of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein)Disagreement, as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party items portion shall be deemed to have been accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller. Seller and IDB Buyer shall endeavor negotiate in good faith to resolve by mutual agreement all Disputed Items. Ifany objections noted in the Notice of Disagreement, for any reasonbut if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Seller and IDB Buyer are unable shall each submit such remaining disputes to resolve any Disputed Item within such 30 day period, the Independent Accounting Firm in a revised Notice of Disagreement which details the remaining outstanding disputes. Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") use their commercially reasonable efforts to make a determination as to the Disputed Items; provided that if cause the Independent Accountant Arbitrator is unable or unwilling to serve in this capacityresolve all disputes as soon as practicable; provided, then Seller and IDB Buyer however, that the Independent Accountant shall be instructed to resolve all such disputes within 14 thirty (30) days after the end submission of the disputes to such 30 day period agree on an alternate independent accounting firm or in default thereof such selection Independent Accountant. The resolution of the disputes by the Independent Accountant shall be made pursuant to final, binding on, conclusive and non-appealable by the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunderParties. The fees, costs and expenses of the Independent Accountant Arbitrator will shall be borne by allocated between Buyer and Seller and IDB Buyer in relative proportion to the amount relative difference between (a) the Closing Date Working Capital calculated by which Seller, as adjusted for the aggregate calculation resolution of any disputes between the Parties prior to the engagement of the Disputed Items by each of them differs from Independent Accountant and (b) the calculation to be made Closing Date Working Capital as finally determined by the Independent Accountant. The Independent Accountant Arbitratorwill only consider those items and amounts set forth in the revised Notice of Disagreement submitted by either Party. The Independent Accountant shall make its determination based solely on presentations and supporting material provided by the Parties and not pursuant to any independent review, nor shall the Independent Accountant allow the Parties to conduct any discovery. In resolving any disagreement, the Independent Accountant may not assign any value to a disputed item greater than the greatest value claimed for such disputed item by any Party or lesser than lowest value claimed for such disputed item by any Party. (c) If the Estimated Closing Working Capital is greater than the Closing Date Working Capital which has become final and binding on the Parties pursuant to Section 2.6(b), Seller shall, within 5 days of the Closing Date Working Capital becoming final and binding, make payment by wire transfer to Buyer, in immediately available funds in the amount of such difference, together with interest thereon at a rate of 2% per annum from the Closing Date to the date of payment. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be Date Working Capital which has become final and binding onon the Parties pursuant to Section 2.6(b) is greater than the Estimated Closing Working Capital, and shall not be subject to appeal byBuyer shall, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 within 5 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Date Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (becoming final and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect binding, make payment by wire transfer to the items and amounts accepted or deemed to have been accepted by either Seller or IDB BuyerSeller, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were immediately available funds in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) difference, together with interest thereon at a rate of 2% per annum from the Closing Date to Sellerthe date of payment. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (a) Within 90 days following The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to (i) (A) the Working Capital Adjustment Amount set forth in the Final Closing Statement, minus (B) the Working Capital Adjustment Amount set forth in the Estimated Closing Statement, plus (ii) (A) the Closing DateIndebtedness Amount set forth in the Estimated Closing Statement, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of minus (B) the Closing Indebtedness Amount set forth in the Final Closing Statement, plus (giving effect to iii) (A) the Closing Cash Amount set forth in the Final Closing Statement, minus (B) the Closing Cash Amount set forth in the Estimated Available Cash AllocationClosing Statement, plus (iv) (A) the "Seller Closing Balance Sheet")Transaction Expense Amount set forth in the Estimated Closing Statement, which minus (B) the Closing Transaction Expense Amount set forth in the Final Closing Statement, plus (v) (A) the Closing LNG and Fuel Inventory Value set forth in the Final Closing Statement, minus (B) the Closing LNG and Fuel Inventory Value set forth in the Estimated Closing Statement. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity“Final Purchase Price.” (b) Following delivery If the Post-Closing Adjustment is a positive amount, then the Closing Purchase Price shall be adjusted upwards in an amount equal to the Post-Closing Adjustment. In such event, (i) Purchaser and Seller shall deliver joint written notice to the Escrow Agent to release all funds then held in the Adjustment Escrow Fund to Seller and (ii) Purchaser shall pay the amount of the Seller Post-Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior Adjustment to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a)Seller. (c) For 30 days after If the later delivery amount of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer Post-Closing Adjustment is negative (in which case the “Post-Closing Adjustment” for purposes of this clause (c) shall endeavor in good faith be deemed to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as be equal to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end absolute value of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection amount), the Closing Purchase Price shall be made pursuant adjusted downwards in an amount equal to the rules Post-Closing Adjustment. In such event, Purchaser and Seller shall deliver joint written notice to the Escrow Agent specifying the amount of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Post-Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding onAdjustment, and shall not be subject jointly instruct the Escrow Agent to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay release the amount of the Post-Closing Adjustment out of the Adjustment Escrow Fund to Purchaser in accordance with the terms of the Escrow Agreement. If the Adjustment Escrow Fund is insufficient to cover the entire amount payable to Purchaser pursuant to this clause (c), then the Escrow Agent shall distribute the entire Adjustment Escrow Fund to Purchaser upon receipt of the joint written instruction referenced above, and, at Purchaser’s election, either (x) Seller shall pay an amount to Purchaser equal to the Post-Closing Adjustment less the Adjustment Escrow Fund or (y) Seller and Purchaser shall jointly instruct the Escrow Agent to release such excess(es) deficiency from the Indemnity Escrow Fund. In the event the amount of funds in the Adjustment Escrow Fund exceeds the amount of the Post-Closing Adjustment, then the Escrow Agent, after paying the amount of the Post-Closing Adjustment to Purchaser as provided herein, shall pay the remaining funds in the Adjustment Escrow Fund to Seller. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (a) Within 90 No later than sixty (60) days following the Closing Date, Purchaser shall cause to be prepared and delivered to Seller shall prepare and deliver to IDB Buyer a statement (the “Closing Statement”) consisting of (i) an unaudited consolidated balance sheet of the Seller Retained Subsidiaries Target Entities other than FIC as of the close of business on the Closing (giving effect to the Estimated Available Cash Allocation) Date (the "Seller “Closing Admin/Obligor Balance Sheet"”), which (ii) an unaudited consolidated balance sheet of the Affiliated Reinsurance Entities as of the close of business on the Closing Date (the “Closing Affiliated Reinsurance Entity Balance Sheet”), (iii) an unaudited balance sheet of FIC as of the close of business on the Closing Date (the “Closing FIC Balance Sheet”), (iv) a calculation in reasonable detail of Closing Working Capital and aggregate Indebtedness of the Target Entities other than FIC (“Closing Indebtedness”) derived from the Closing Admin/Obligor Balance Sheet, (v) a calculation in reasonable detail of Closing Date Legacy Reserves and Affiliated Entity Reinsurance Company Cash derived from the Closing Affiliated Reinsurance Entity Balance Sheet, (vi) a calculation in reasonable detail of FIC Equity derived from the Closing FIC Balance Sheet, (vii) the final amount of Transaction Expenses and (viii) calculations in reasonable detail of the Purchase Price Adjustment and Commutation Payment Adjustment based on the foregoing. The Closing Statement shall be prepared in conformity with GAAP applied on a basis consistent accordance with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common EquityApplicable Accounting Principles. (b) Following delivery The Closing Statement shall become final, binding and conclusive upon Seller and Purchaser on the thirtieth (30th) day following Seller’s receipt of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and Statement, unless prior to such thirtieth (30th) day Seller delivers to Purchaser a written notice (a “Notice of Disagreement”) stating that Seller believes the deadline for delivering Closing Statement contains mathematical errors or was not prepared in accordance with the Applicable Accounting Principles and specifying in reasonable detail each item that Seller disputes (each, a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein“Disputed Item”), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (for each such Disputed Item and the "Dispute Notice"reasons supporting Seller’s positions. Seller shall not challenge the Closing Statement on any other basis, and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party Seller shall be deemed to have accepted agreed with all other items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, Statement delivered by the other Party pursuant to Section 2.7(a2.3(a). (c) For 30 days after During the later thirty (30) -day period following the delivery of a Notice of Disagreement (such period of time, the Dispute Notice by Seller or IDB Buyer“Resolution Period”), Seller and IDB Buyer Purchaser shall endeavor seek in good faith to resolve by mutual agreement in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. During the Resolution Period, Purchaser and its auditors shall have access to all Disputed Items. Ifof the working papers of Seller prepared in connection with the Notice of Disagreement, for any reason, and Seller and IDB Buyer his auditor shall have access to all working papers of Purchaser prepared in connection with the Closing Statement. In the event that Seller and Purchaser are unable to resolve agree on any Disputed Item item or items shown or reflected in the Notice of Disagreement within such 30 day periodthe Resolution Period, each of Seller and IDB Buyer Purchaser shall engage Deloitte & Touche LLP (prepare separate written reports of such unresolved item or items specified in the "Notice of Disagreement and deliver such reports, along with copies of the Notice of Disagreement and the Closing Statement marked to indicate those line items that remain in dispute, to the Independent Accountant Arbitrator"within fifteen (15) days after the expiration of the Resolution Period. The failure of either such party to make timely deliver its initial written statement or response to such other party’s initial written statement shall constitute a determination waiver of such party’s right to submit the same, and the Independent Accountant shall rule in favor of the other party in all issues. The parties hereto shall use their respective reasonable best efforts to cause the Independent Accountant to, as soon as practicable and in any event within thirty (30) days after receiving such written reports, determine whether and to what extent (if any) the Closing Statement requires adjustment with respect to the calculation of the items set forth therein; provided, however, that the dollar amount of each item in dispute shall be determined within the range of dollar amounts proposed by Seller in the Notice of Disagreement, on the one hand, and Purchaser in the Closing Statement, on the other hand. The parties hereto acknowledge and agree that (i) the review by and determinations of the Independent Accountant shall be limited to, and only to, the unresolved item or items contained in the reports prepared and submitted to the Independent Accountant by Seller and Purchaser and (ii) the determinations by the Independent Accountant shall be based solely on (A) such reports submitted by Seller and Purchaser and the basis for Seller’s and Purchaser’s respective positions and (B) this Section 2.3 and the Applicable Accounting Principles. Seller and Purchaser agree to enter into an engagement letter with the Independent Accountant containing customary terms and conditions for this type of engagement. The parties hereto shall use their reasonable best efforts to cooperate with each other and to cooperate with and provide information and documentation, including work papers, to assist the Independent Accountant. Any such information or documentation provided by any party hereto to the Independent Accountant shall be concurrently delivered to the other parties hereto, subject, in the case of any work papers of such party’s accountants or auditors, to such other parties hereto entering into a customary release agreement with respect thereto. None of the parties hereto shall disclose to the Independent Accountant, and the Independent Accountant shall not consider for any purposes, any settlement discussions or settlement offers made by any of the parties hereto with respect to any objection under this Section 2.3(c). The determinations by the Independent Accountant solely as to the amount of Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection Items shall be made pursuant to the rules of the American Arbitration Association, which accounting firm in writing and shall be final, binding and conclusive for all purposes of determining the "Independent Accountant Arbitrator" hereunderPurchase Price Adjustment and the Commutation Payment Adjustment and shall have the same effect for all purposes as if such determinations had been embodied in a final judgment, entered by a court of competent jurisdiction, and either party hereto may petition the New York courts to reduce such decision to judgment. The fees, costs and expenses of retaining the Independent Accountant Arbitrator will shall be borne 50% by Seller and IDB Buyer in relative proportion to the amount 50% by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator▇▇▇▇▇▇▇▇▇. (d▇) If there is a referral Each party shall use its reasonable best efforts to provide promptly to the Independent Accountant Arbitratorother party all information and reasonable access to employees as such other party shall reasonably request in connection with review of the Estimated Closing Statement, each the Closing Statement or the Notice of Seller and IDB Buyer agreesDisagreement, if requested by as the Independent Accountant Arbitratorcase may be, including all work papers of the accountants who audited, compiled or reviewed such statements or notices (subject to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, Purchaser and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item representatives entering into any undertakings required by Seller's or IDB Buyer's calculation ’s accountants in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding onconnection herewith), and shall not be subject otherwise cooperate in good faith with such other party to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9arrive at a final determination of the Closing Statement. (e) No later than 30 days following Within two (2) Business Days after the later Closing Statement is finalized pursuant to sub-sections (c) and (d) of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effectedthis Section 2.3: (i) if any the Purchase Price Adjustment is a positive amount, Seller shall pay Purchaser an aggregate amount equal to the Purchase Price Adjustment, by wire transfer of the amounts that were transferred immediately available funds to an account or retained accounts previously designated in writing by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller.Purchaser; or (ii) if any the Purchase Price Adjustment is a negative amount, Purchaser shall pay Seller an aggregate amount equal to the Purchase Price Adjustment, by wire transfer of immediately available funds to an account or accounts previously designated in writing by Seller. Any payment made pursuant to this Section 2.3(e) shall be treated for all applicable Tax purposes as an adjustment to the amounts Purchase Price unless otherwise required by applicable Law. (f) Within two (2) Business Days after the Closing Statement is finalized pursuant to sub-sections (c) and (d) of this Section 2.3: (i) if the Commutation Payment Adjustment is a positive amount, FIC shall pay the Affiliated Reinsurance Entities an aggregate amount equal to the Commutation Payment Adjustment, by wire transfer of immediately available funds to an account or accounts previously designated in writing by Seller; or (ii) if the Commutation Payment Adjustment is a negative amount, the Affiliated Reinsurance Entities shall pay FIC an aggregate amount equal to the Commutation Payment Adjustment, by wire transfer of immediately available funds to an account or accounts previously designated in writing by Purchaser. (iii) Payments due to or from the Affiliated Reinsurance Entities pursuant to this Section 2.3(f) shall be made in accordance with the Reinsurance Allocation Schedule; provided that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then all Affiliated Reinsurance Entities and Seller shall be jointly and severally liable for any payment owed to FIC pursuant to clause (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amountii).

Post-Closing Adjustment. (a1) Within 90 At least three (3) business days following before the Closing DateClosing, Seller the Sellers shall prepare and deliver to IDB Buyer a consolidated statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an estimated balance sheet of the Seller Retained Subsidiaries Sellers as of the Closing Date (without giving effect to the Estimated Available Cash Allocationtransactions contemplated herein) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Estimated Closing Working Capital derived from calculated in accordance with GAAP (the items and amounts on such balance sheet. “Estimated Closing Working Capital Statement”). (2) Within 90 thirty (30) days following after the Closing Date, IDB Sellers shall deliver to Buyer the Converted Financial Statements in accordance with Section 4.11 (“the Converted Financials Date”). (3) Within sixty (60) days after the Converted Financials Date, Buyer shall prepare and deliver to Seller Sellers a consolidated statement setting forth Buyer’s calculation of Closing Working Capital, which statement shall contain an opening balance sheet of IDB Buyer and the IDB Subsidiaries Sellers as of the Closing Date (without giving effect to the Estimated Available Cash Allocationtransactions contemplated herein) and a calculation of Closing Working Capital calculated in accordance with GAAP (the "IDB Buyer “Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"Working Capital Statement”), which . (4) The post-closing adjustment shall be prepared in conformity with GAAP applied an amount equal to the Closing Working Capital set forth on the Closing Working Capital Statement minus the Estimated Closing Working Capital (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a basis consistent with positive number, Buyer shall pay to Sellers an amount equal to the preparation Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Sellers shall pay to Buyer an amount equal to the Post-Closing Adjustment. (5) After receipt of the Closing Working Capital Statement, Sellers shall have thirty (30) days (the “Review Period”) to review the Closing Working Capital Statement. During the Review Period, Sellers and Sellers' accountants shall have full access to the personnel of, and using work papers prepared by, Buyer and/or Buyer's accountants to the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree extent that the purpose of preparing they relate to the Closing Balance Sheets and determining the Available Cash, Working Capital Statement and Tangible Common Equity and to such historical financial information (to the related adjustment contemplated by this Section 2.7 is extent in Buyer's possession) relating to measure the amount of Available Cash, Closing Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies Statement as Sellers may reasonably request for the purpose of preparing reviewing the Closing Balance Sheets or determining Available Cash, Working Capital Statement and Tangible Common Equityto prepare a Statement of Objections (defined below); provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. (b6) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and On or prior to the deadline for delivering a Dispute Noticelast day of the Review Period, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access Sellers may object to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, Closing Working Capital Statement by delivering to Buyer a written statement setting forth Sellers’ objections in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in reasonable detail, any good faith dispute as to any indicating each disputed item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute Sellers’ disagreement therewith (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"“Statement of Objections”). Other than If Sellers fail to deliver the Disputed ItemsStatement of Objections before the expiration of the Review Period, each Party the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB BuyerSellers. If Sellers deliver the Statement of Objections before the expiration of the Review Period, Disputed Items settled by negotiation Buyer and Disputed Items finally determined by Sellers shall negotiate in good faith to resolve such objections within thirty (30) days after the Independent Accountant Arbitrator; such final calculations being delivery of the "Final Available Cash Allocation"Statement of Objections (the “Resolution Period”), and, if the following adjustments same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Sellers, shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Sellerfinal and binding. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (a) Within 90 days following The Final Purchase Price shall be calculated based upon the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as final calculation of the Closing Net Assets (giving effect as determined pursuant to Section 2.07 below). If the Closing Net Assets, as determined as provided in Section 2.07 below: (i) exceeds the Estimated Available Net Assets plus or minus the Net Cash Allocation) (Balance, then the "Seller Closing Balance Sheet"), which Final Purchase Price shall be prepared in conformity with GAAP applied on a basis consistent with equal to: (A) the preparation of, and using Estimated Purchase Price plus (B) the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and amount by which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing DateNet Assets exceeds the Estimated Net Assets plus or minus the Net Cash Balance; or (ii) is less than the Estimated Net Assets plus or minus the Net Cash Balance, IDB Buyer then the Final Purchase Price shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and be equal to: (A) the IDB Subsidiaries as of Estimated Purchase Price minus (B) the amount by which the Closing (giving effect to Net Assets is less than the Estimated Available Net Assets plus or minus the Net Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common EquityBalance. (b) Following delivery of If the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior Final Purchase Price as calculated pursuant to the deadline for delivering a Dispute Noticeprovisions of Section 2.06(a) above exceeds the Estimated Purchase Price, each of Seller and IDB the amount by which the Final Purchase Price exceeds the Estimated Purchase Price shall be paid by Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, Seller. If the Final Purchase Price as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party calculated pursuant to Section 2.7(a)2.06(a) above is less than the Estimated Purchase Price, the amount by which the Estimated Purchase Price exceeds the Final Purchase Price shall be paid by the Seller to the Buyer. (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith All payments required to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm Section 2.06(b) above shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion paid to the amount by which party entitled to receive the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitratorsame in cash or immediately available funds promptly, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not but in no event later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e10) No later than 30 business days following the later of the final determination of the Seller Closing Balance Sheet (and Net Assets as contemplated in Section 2.07 below, by delivery to such account as the calculations party entitled to payment shall specify in writing, of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect an amount equal to the items sum of any such payment together with interest thereon from, and amounts accepted or deemed including the Closing Date to, but excluding, the date of such payment at a variable rate per annum equal to have been accepted the rate announced publicly by either Seller or IDB Buyer, Disputed Items settled by negotiation Bank of America National Trust and Disputed Items finally determined by the Independent Accountant Arbitrator; Savings Association from time to time as its "base rate". The date on which such final calculations being payment shall occur is referred to herein as the "Final Available Cash AllocationSupplemental Closing"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (a) Within 90 days following If the sum of (i) the difference between the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used Adjusted Statutory Capital set forth in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure Final Statement minus the amount of Available Estimated Adjusted Regulatory Capital, plus (ii) the difference between the Closing Insolvency Protection Reserve Capital set forth in the Final Statement minus the amount of Estimated Insolvency Regulatory Reserve Requirement, plus (iii) the difference between the Closing Net Working Capital set forth in the Final Statement minus the amount of Estimated Net Working Capital, plus (iv) the difference between the Closing Net Asset Value set forth in the Final Statement minus the amount of Estimated Net Asset Value, plus (v) the difference between the Closing Date Cash set forth in the Final Statement minus the amount of Estimated Closing Date Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit plus (vi) the introduction difference between the amount of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing Estimated Closing Date Indebtedness minus the Closing Balance Sheets Date Indebtedness set forth in the Final Statement, plus (vii) the difference between the amount of Estimated Seller Transaction Expenses minus the Seller Transaction Expenses set forth in the Final Statement equals (A) a positive amount, then the Purchaser shall pay such amount in cash to the Seller, or determining Available Cash(B) a negative amount, Working Capital and Tangible Common Equitythen the Seller shall pay the absolute value of such amount in cash to the Purchaser (such amount, if any, that either the Purchaser is obligated to pay to the Seller, or the Seller is obligated to pay to the Purchaser, being herein referred to as the “Post-Closing Adjustment”) or, in the Purchaser’s sole discretion, the Purchaser may satisfy such amounts from the Escrow Funds. Payment of the Post-Closing Adjustment shall be made within five (5) Business Days after the Final Statement becomes such. (b) Following delivery In the event that, following determination of the Seller Post-Closing Balance Sheet and Adjustment, the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each Purchaser or any of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet Affiliates (including the calculations Transferred Entities) actually collect any portion of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including Provider Advances Receivable that was not included in the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of Closing Net Asset Value, the Purchaser shall promptly remit such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as payment to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (a) Within As soon as practicable, but in no event later than 90 days following the Closing Date, the Seller Parties shall prepare and deliver to IDB Buyer the Company a consolidated balance sheet statement of Closing Date Value, which statement shall be audited and certified by Deloitte & Touche LLP. Such statement shall exclude any adjustments related to fresh-start accounting relating to Advantica's bankruptcy. The costs and expenses of such audit shall be borne equally between the Company and the Seller Parties. The statement of Closing Date Value shall be set forth in reasonable detail to permit the calculations required by this Section 2.3. (b) During the preparation of the statement of Closing Date Value as provided in Section 2.3(a) and the period of any review or dispute as provided in this Section 2.3, each of the Seller Retained Subsidiaries as Parties, the Company and Buyer shall cooperate fully with each other and provide the other parties and their respective authorized representatives with full access to the books and records of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those Company Group used in the preparation of such statement, including the balance sheet for provision on a timely basis of all necessary or useful information. (c) After receipt of the fiscal year ended December 31statement of Closing Date Value from Seller Parties, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver have 30 days to Seller a consolidated balance sheet review the statement of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and Date Value, together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those workpapers used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheetthereof. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is Unless Buyer delivers written notice to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and Parties on or prior to the deadline for delivering a Dispute Notice, each 30th day after Buyer's receipt from the Seller Parties of Seller and IDB the statement of Closing Date Value stating that Buyer will provide the other Party and its Representatives with reasonable access has objections to the books statement of Closing Date Value and records, personnel and related work papers of Seller or IDB Buyer, as applicable, describing any such objections in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in reasonable detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in agreed to the statement of Closing Date Value. If on or prior to the 30th day after Buyer's receipt from the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery Parties of the Dispute Notice by statement of Closing Date Value, Buyer notifies the Seller Parties of its objections to the statement of Closing Date Value, Buyer and Seller Parties shall, within 20 days (or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP longer period as the parties may agree) following such notice (the "Independent Accountant ArbitratorResolution Period") ), attempt to make a determination resolve their differences, and any resolution by them as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection any disputed amounts shall be made pursuant to the rules of the American Arbitration Associationfinal, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs binding and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitratorconclusive. (d) If there Any amounts remaining in dispute at the conclusion of the Resolution Period ("Unresolved Changes") shall be submitted to a nationally recognized firm of independent accountants independent of, and reasonably satisfactory to, Seller Parties, Buyer and their respective Affiliates (such firm being referred to as the "CPA Firm"), within 10 days after the expiration of the Resolution Period. The parties acknowledge that Ernst & Young is a referral mutually acceptable firm to be designated as the Independent Accountant ArbitratorCPA Firm, each subject to verification of Seller and IDB Buyer agreesits independence. Each party agrees to execute, if requested by the Independent Accountant ArbitratorCPA Firm, an engagement letter containing reasonable terms. All fees and expenses relating to the work, if any, to execute a reasonable engagement letter be performed by the CPA Firm shall be borne pro rata by Seller Parties and shall submit Buyer in proportion to the Independent Accountant Arbitrator not later than ten Business Days after its appointmentallocation of the dollar amount of the Unresolved Changes between Buyer and Seller Parties made by the CPA Firm, a written statement summarizing its position on such that the Disputed Items, together with such supporting documentation as it deems necessaryprevailing party shall pay the lesser proportion of the fees and expenses. The Independent Accountant Arbitrator CPA Firm shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent reviewprovisions of this Section 2.3, only the Disputed Items that have not been settled by negotiation, Unresolved Changes and its the determination of each amount in the Unresolved Changes shall made in accordance with respect to each Disputed Item GAAP and in any event shall be an no less than the lesser of the amount within claimed by either Buyer or Seller Parties and shall be no greater than the range established with respect to such Disputed Item greater amount claimed by Sellereither Buyer or Seller Parties. The CPA Firm's or IDB Buyer's calculation in determination of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer Unresolved Changes shall instruct the Independent Accountant Arbitrator to render its decision be made within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award the submission of the Independent Accountant Arbitrator as Unresolved Changes thereto, shall be set forth in a written statement delivered to Seller Parties and Buyer and shall be final, binding and conclusive on the parties for all purposes. Notwithstanding any provision herein to the Disputed Items contrary, no Unresolved Change shall result in an adjustment to the Purchase Price or the Closing Date Value unless (i) in the case of an asset (or contra-liability) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is lower than 50% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall be final the difference between the amount of such asset (or contra-liability) line item determined by the CPA Firm and binding onthe amount reflected in the statement of Closing Date Value prepared by Seller Parties, and (ii) in the case of a liability (or contra-asset) line item (as such line items are set forth on Exhibit A attached hereto), the amount determined by the CPA Firm is more than 150% of the corresponding amount reflected in the statement of Closing Date Value prepared by Seller Parties which is the subject of such Unresolved Change, in which event the amount of the adjustment shall not be subject to appeal by, the difference between the amount of such liability (or contra-asset) line item determined by the CPA Firm and the amount reflected in the statement of Closing Date Value prepare by Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9Parties. (e) No later than 30 days following In the later of the final determination of the event that Buyer and Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect Parties agree to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyerstatement of Closing Date Value, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; then within five (5) Business Days following such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: agreement (i) Seller Parties shall pay to Buyer the amount, if any any, by which the Closing Date Value exceeds the Base Value, or (ii) Buyer shall pay to Seller Parties the amount, if any, by which the Base Value exceeds the Closing Date Value (each, a "Post-Closing Adjustment"). In the event that there are Unresolved Changes at the end of the Resolution Period, then (1) if Buyer and Seller Parties agree that a Post-Closing Adjustment is owed to one Party regardless of the ultimate resolution of any Unresolved Changes, then the minimum amount which Buyer and Seller Parties agree is owed to such party shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts that were transferred or retained owing to such party with respect to the Unresolved Changes shall be paid within five (5) Business Days after resolution thereof by the IDB Subsidiaries at Closing as provided CPA Firm, or (2) in the Estimated Available Cash Allocation were in excess all other cases, any and all payments shall be made within five (5) Business Days after resolution of the corresponding amounts that should have been transferred or retained Unresolved Changes by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to SellerCPA Firm. (iif) if any Any payments made pursuant to this Section 2.3 shall be accompanied by interest at the Applicable Rate from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the amounts that were transferred Post-Closing Adjustment or retained by Unresolved Changes shall be deemed to be adjustments to the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and Purchase Price for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amountall Tax purposes.

Post-Closing Adjustment. (a) Within 90 days following In the Closing Date, Seller shall prepare and deliver event that (i) the General Account Reinsurance Premium determined by reference to IDB Buyer a consolidated balance sheet the Final Statement of Net Settlement exceeds the Seller Retained Subsidiaries as of the Closing (giving effect General Account Reinsurance Premium determined by reference to the Estimated Available Cash AllocationStatement of Net Settlement, then Sellers shall transfer to the Ceded Business Trust assets (selected in accordance with Investment Asset Identification Protocol) (the "Seller Closing Balance Sheet"), which shall be prepared with an aggregate statutory carrying value determined in conformity with GAAP applied on a basis consistent accordance with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation Statement of Net Settlement Methods equal to such excess within five (5) Business Days of the balance sheet for delivery of the fiscal year ended December 31Final Statement of Net Settlement, 2013, included in plus interest on such amount from and including the GFI Financial Statements, and which shall include a calculation Closing Date up to but not including the date of Available Cash payment accrued at the Seller Retained Subsidiaries and Working Capital derived from 60-Day Treasury Rate, or (ii) the items and amounts on such balance sheet. Within 90 days following General Account Reinsurance Premium determined by reference to the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet Final Statement of IDB Buyer and Net Settlement is less than the IDB Subsidiaries as of the Closing (giving effect General Account Reinsurance Premium determined by reference to the Estimated Available Cash Allocation) (Statement of Net Settlement, then CIGNA Life, directly or from the "IDB Buyer Closing Balance Sheet" and together Ceded Business Trust, as determined in accordance with the Seller Coinsurance Agreement and the Ceded Business Trust Agreement, shall return to CGLIC assets (selected in accordance with the Investment Asset Identification Protocol) previously transferred by CGLIC to the Ceded Business Trust with an aggregate statutory carrying value determined in accordance with the Statement of Net Settlement Methods equal to such shortfall within five (5) Business Days of the delivery to the Buyer of the Final Statement of Net Settlement, plus interest on such amount from and including the Closing Balance SheetDate up to but not including the date of payment accrued at the 60-Day Treasury Rate. The foregoing shall apply to the Guaranteed Cost Reinsurance Premium, provided that any adjustment to the "Closing Balance Sheets"), which Guaranteed Cost Reinsurance Premium shall be prepared in conformity with GAAP applied on a basis consistent with transferred to the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived Guaranteed Cost Business Trust by CGLIC or from the items and amounts on such balance sheet. The Parties agree that Guaranteed Cost Business Trust by the purpose of preparing trustee thereof to CGLIC, as the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equitycase may be. (b) Following delivery On the Closing Date all Separate Account Assets as of such date shall be retained in the Seller Closing Balance Sheet and corresponding Modco Account. In the IDB Buyer Closing Balance Sheet and prior event any Separate Account Assets are not retained in the appropriate Modco Account at Closing, Sellers shall cause such assets to the deadline for delivering a Dispute Noticebe transferred thereto promptly after discovery thereof, each of Seller and IDB Buyer will provide the together with any interest, dividends or other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days earnings after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet Date in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation respect of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a)assets. (c) For 30 days after Notwithstanding any other provision of this Agreement to the later delivery contrary, in the event CGLIC (i) fails to transfer to CIGNA Life or to the Ceded Business Trust, as the case may be, an asset reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement, or (ii) erroneously transfers an Investment Asset to CIGNA Life which was not reflected on either the Estimated Statement of Net Settlement or the Final Statement of Net Settlement (and which was not to be transferred pursuant to this Agreement or any Ancillary Agreement), the parties agree to correct such error by effectuating a transfer or return, as the case may be, of the Dispute Notice assets in question (or cash equal to the fair market value of such asset) promptly upon receipt of a written notice from the other party describing the error. All written notice of any such error shall be provided on or before the second anniversary of the Closing Date. (i) In the event that (A) there are inaccuracies or omissions in the factual data inputs utilized in the calculation of Insurance-Related Liabilities or the value of Transferred Investment Assets not addressed by Seller Section 2.11(c) (such as inputting the wrong CUSIP number or IDB Buyerinterest rate), Seller including data (and IDB Buyer shall endeavor the omission of data) relating to the inventory of policies in good faith force, the terms of such policies, the relevant information related to resolve the holders or annuitants of such policies and activities related thereto, CUSIP numbers, interest rates, principal amounts, the terms of loan documents and organizational documents, the terms of leases, lease abstracts and rent rolls, or such factual data inputs are coded, compiled or aggregated inaccurately, other than omissions in the factual data inputs utilized in the calculation of the Insurance-Related Liabilities resulting from reasonable judgments by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination an actuary or other financial professional as to the Disputed Itemsscope of factual data inputs (or omissions of factual data inputs) (a “Data Input Inaccuracy”); provided that if (B) such Data Input Inaccuracy has resulted in a demonstrable error in the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after aggregate Insurance-Related Liabilities reflected on the end Final Statement of such 30 day period agree on an alternate independent accounting firm Net Settlement or in default thereof such selection shall be made pursuant to the rules aggregate statutory carrying value (determined in accordance with the Statement of Net Settlement Methods) of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB BuyerTransferred Investment Assets, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect (C) Buyer has transmitted to each Disputed Item shall be an amount within the range established Sellers a Notice of Demand (as defined below) with respect to such Disputed Item by Seller's or IDB Buyer's calculation in Data Input Inaccuracy prior to the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award second anniversary of the Independent Accountant Arbitrator as to Closing Date, then the Disputed Items requirements of this Section 2.11(d) shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9applicable. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (a) Within 90 days following Not later than the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of third Business Day after the Seller Retained Subsidiaries as of date on which the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Final Effective Date Balance Sheets and determining the Available Cash, Final Net Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party finally determined pursuant to Section 2.7(a2.3(d). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller TAT and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to jointly determine the amount by which the aggregate calculation Purchase Price would have been adjusted pursuant to Section 2.3(b) had the Final Net Working Capital been substituted for the Estimated Effective Date Net Working Capital as of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant ArbitratorClosing. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if If such substitutions would have resulted in a Purchase Price that is greater than the Estimated Closing Date Purchase Price (any such excess, the “Price Increase”), then Buyer shall within 30 days from the date on which the Final Effective Date Balance Sheets and the Final Net Working Capital are finally determined pursuant to Section 2.3(d) cover the Price Increase by payment of immediately available funds to TAT. (ii) If such substitutions would have resulted in a Purchase Price that is less than the Estimated Closing Date Purchase Price (such deficit, the “Price Decrease”), then TAT shall return the original Promissory Note to Buyer against delivery of a modified Promissory Note the principal of which is reduced by the Price Decrease within five Business Days from the date on which the Final Effective Date Balance Sheets and the Final Net Working Capital are finally determined pursuant to Section 2.3(d). To the extent that the Price Decrease exceeds the balance of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash AllocationPromissory Note, then IDB Buyer TAT shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) excess to SellerBuyer in immediately available funds within 30 days after the date on which the Final Effective Date Balance Sheets and the Final Net Working Capital are finally determined pursuant to Section 2.3(d). (iiiii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided If such substitutions would have resulted in a Purchase Price equal to the Estimated Available Cash Allocation were in excess of Closing Date Purchase Price, there shall be no adjustment to the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) consideration payable hereunder pursuant to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amountthis Section 2.3(f).

Post-Closing Adjustment. (a) Within 90 120 days following after the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be Business prepared in conformity accordance with GAAP applied on a basis and consistent with the preparation of, policies and using the same accounting methods, policies, practices, procedures and estimation methods as those used practices of Seller in the preparation of the balance sheet for Balance Sheets to the fiscal year ended December 31extent consistent with GAAP and a statement setting forth Buyer’s good faith calculations (“Buyer’s Proposed Calculations”) of the Closing Working Capital, 2013, included in the GFI Financial StatementsClosing Working Capital Adjustment, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts Purchase Price Adjustment based on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equityamounts. (b) Following delivery If Seller does not object to the Buyer’s Proposed Calculations by written notice of objection (the “Notice of Objection”) delivered to Buyer within 30 days after Seller’s receipt of Buyer’s Proposed Calculations, the calculation of the Seller Closing Balance Sheet Working Capital Adjustment and the IDB Buyer Closing Balance Sheet Purchase Price Adjustment pursuant to Buyer’s Proposed Calculations shall be deemed final and prior to the deadline for delivering a Dispute Notice, each binding. A Notice of Seller and IDB Buyer will provide the other Party and its Representatives with Objection under this Section 2.6(b) shall set forth in reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review detail Seller’s alternative calculations of the Seller Closing Balance Sheet or Working Capital, the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicableAdjustment, and the basis for Purchase Price Adjustment, in each case calculated based on such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a)amounts. (c) For 30 days after If Seller delivers a Notice of Objection to Buyer within the later delivery 30-day period referred to in Section 2.6(b), then any element of Buyer’s Proposed Calculations that is not in dispute on the Dispute date such Notice by Seller or IDB Buyerof Objection is given shall be treated as final and binding and any dispute (all such amounts, the “Disputed Amounts”) shall be resolved as set forth in this Section 2.6(c): (i) Seller and IDB Buyer shall promptly endeavor in good faith to resolve the Disputed Amounts listed in the Notice of Objection. If a written agreement determining the Disputed Amounts has not been reached within ten Business Days (or such longer period as may be agreed by mutual agreement all Seller and Buyer) after the date of receipt by Buyer of the Notice of Objection, the resolution of such Disputed ItemsAmounts shall be submitted to PricewaterhouseCoopers LLP (the “Arbitrator”). (ii) Seller and Buyer shall use their commercially reasonable efforts to cause the Arbitrator to render a decision in accordance with this Section 2.6(c) along with a statement of reasons therefor within 30 days of the submission of the Disputed Amounts, or a reasonable time thereafter, to the Arbitrator. IfThe decision of the Arbitrator shall be final and binding upon each party hereto and the decision of the Arbitrator shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction thereover. (iii) The Purchase Price Adjustment shall be calculated based on (A) each element of Buyer’s Proposed Calculations that is not in dispute and (B) the final determination of the Arbitrator with respect to the Disputed Amounts, and the Purchase Price Adjustment, as so calculated, shall be deemed to be final and binding. (iv) If Seller and Buyer submit any Disputed Amounts to the Arbitrator for any reasonresolution, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP each pay their own costs and expenses incurred under this Section 2.6(c). Seller shall be responsible for that fraction of the fees and costs of the Arbitrator where (x) the "Independent Accountant numerator is the absolute value of the difference between Seller’s position with respect to the Purchase Price Adjustment and the Purchase Price Adjustment as calculated based on the Arbitrator") to make a ’s final determination as with respect to the Disputed Items; provided that if Amounts and (y) the Independent Accountant Arbitrator denominator is unable or unwilling the absolute value of the difference between Seller’s position with respect to serve in this capacitythe Purchase Price Adjustment and Buyer’s position with respect to the Purchase Price Adjustment, then Seller and IDB Buyer shall within 14 days after be responsible for the end remainder of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs fees and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitratorcosts. (dv) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent reviewprovisions of this Section 2.6(c), only the Disputed Items that have not been settled by negotiation, Amounts and the determination of each amount of the Disputed Amounts shall be made in accordance with the procedures set forth in Section 2.6(a). The Arbitrator shall base its determination solely on (A) the written submissions of the parties and shall not conduct an independent investigation and (B) the extent (if any) to which the Closing Working Capital Adjustment and the Purchase Price Adjustment require adjustment (only with respect to the remaining disagreements submitted to the Arbitrator) in order to be determined in accordance with this Agreement, the Accounting Principles and Exhibit A and, with respect to each Disputed Item shall be an amount within Amount, the range established Arbitrator’s determination, if not in accordance with respect to such Disputed Item by the position of either Buyer or Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding higher, nor less than the lower, of the amounts that should have been transferred presented in Buyer’s calculation of the Purchase Price Adjustment pursuant to Section 2.6(a) or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount Seller’s Notice of such excess(es) Objection pursuant to SellerSection 2.6(b). (iid) The term “Final Purchase Price Adjustment” means the final and binding Purchase Price Adjustment calculated pursuant to Section 2.6(b) or 2.6(c), as the case may be. The term “Final Purchase Price” means the Initial Purchase Price, plus the Final Purchase Price Adjustment, if any such amount is a positive number, or minus the absolute value of the amounts that were transferred or retained Final Purchase Price Adjustment, if such amount is a negative number. The Final Purchase Price Adjustment shall be treated as an adjustment to the purchase price for federal, state, territory, local and foreign income Tax purposes, unless otherwise required by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash AmountLaw.

Post-Closing Adjustment. Not later than ninety (a90) Within 90 days following after the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated an actual balance sheet of IDB Buyer the Target Companies as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), together with a detailed calculation, estimated in good faith and in accordance with GAAP, of the amount of the Net Working Capital Amount, the Indebtedness, the Transaction Expenses and Deferred Revenue Excess, respectively, as of 12:01 a.m. on the Closing Date (the “Preliminary Adjustment Statement”) and, Buyer’s written calculation of the Final Closing Purchase Price, and the IDB Subsidiaries adjustment necessary to reconcile the Estimated Purchase Price to the Aggregate Purchase Price (the “Preliminary Post-Closing Adjustment”). The Net Working Capital Amount shall be calculated in accordance with methodologies used to calculate the sample working capital amount calculation set forth on Estimated Closing Balance Sheet, which is based on the Acquisition Balance Sheet; provided that notwithstanding anything to the contrary set forth on the Estimated Closing Balance Sheet or other provision of this Agreement, for purposes of calculating the Net Working Capital Amount under this Section 2.4(b), any accounts receivables that were included in the Estimated Purchase Price at Closing but which had been outstanding for ninety (90) days or more as of the Closing (giving effect to Date and which have not been collected at such time that Buyer delivers the Estimated Available Cash Allocation) (the "IDB Buyer Closing Date Balance Sheet" Sheet shall be disregarded and together not included in connection with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment to Aggregate Purchase Price contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. 2.4(b). Seller shall have thirty (b30) Following days after delivery of the Seller Closing Balance Sheet and Preliminary Adjustment Statement (the IDB “Review Period”) to notify Buyer Closing Balance Sheet and prior to in writing (the deadline for delivering a “Dispute Notice, each of ”) that Seller and IDB Buyer will provide disputes the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller proposed Preliminary Post-Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicableAdjustment, and the basis for if no such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item notice is given within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.time

Post-Closing Adjustment. (a) Within 90 days following Effective upon the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet determination of the Seller Retained Subsidiaries as of the Post-Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party Statement pursuant to Section 2.7(a).1.03(b) above, the Estimated Purchase Price will be adjusted as follows and netted against each other as appropriate (as adjusted, the “Final Purchase Price”): (ci) For 30 days after upwards dollar-for-dollar, if (A) the later delivery Final Net Working Capital is greater than the upper limit of the Dispute Notice Target Net Working Capital Range, by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Final Net Working Capital set forth therein) or is greater than the IDB Buyer Closing Balance Sheet (and the calculations upper limit of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB BuyerTarget Net Working Capital Range; provided that, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in if the Final Net Working Capital falls within the Target Net Working Capital Range, then no event adjustment to the Estimated Purchase Price shall Seller be required made pursuant to pay an this Section 1.03(d)(i)(A); (B) the Final Closing Date Indebtedness is less than the Estimated Closing Date Indebtedness, by the amount in excess of such shortfall; (C) the Final Company Closing Costs is less than the Estimated Company Closing Costs, by the amount of such shortfall; and (D) the Final Closing Date Cash and Cash Equivalents exceeds the Estimated Closing Date Cash and Cash Equivalents, by the amount of such excess. (ii) downwards dollar-for-dollar, if (A) the Final Net Working Capital is less than the lower limit of the Excess Target Net Working Capital Range, by the amount by which Final Net Working Capital is less than the lower limit of the Target Net Working Capital Range; provided that, for the avoidance of doubt, if the Final Net Working Capital falls within the Target Net Working Capital Range, then no adjustment to the Estimated Purchase Price shall be made pursuant to this Section 1.03(c)(ii)(A); (B) the Final Closing Date Indebtedness exceeds the Estimated Closing Date Indebtedness, by the amount of such excess; (C) the Final Company Closing Costs exceeds the Estimated Company Closing Costs, by the amount of such excess; and (D) the Final Closing Date Cash Amountand Cash Equivalents is less than the Estimated Closing Date Cash and Cash Equivalents, by the amount of such shortfall.

Post-Closing Adjustment. (a) Within 90 ninety (90) days following after the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller Parent a consolidated balance sheet final closing statement (the “Final Closing Statement”) as of IDB Buyer 11:59 P.M. on the date immediately prior to the Closing Date, reflecting Buyer’s calculation of: (i) the Net Working Capital, Closing Date Cash and Closing Date Indebtedness; (ii) the difference between the Preliminary Cash Purchase Price and the IDB Subsidiaries as of cash Purchase Price shown on the Final Closing Statement (giving effect to determined in accordance with Section 2.02 by substituting the Estimated Available Final Net Working Capital and Closing Date Cash Allocationand Closing Date Indebtedness amounts shown on the Final Closing Statement for those previously appearing on the Preliminary Closing Statement); and (iii) the resulting final cash Purchase Price calculated in accordance with Section 2.02 (the "IDB Buyer “Final Cash Purchase Price”). (b) The Final Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which Statement shall be prepared in conformity with GAAP applied on a basis consistent good faith in accordance with the preparation ofCalculation Principles. Buyer shall not be permitted to introduce different accounting principles, and using the same accounting methodsprocedures, policies, practices, procedures and estimation methods as those used estimates, judgments or methodologies in the preparation of the balance sheet for Final Closing Statement or the fiscal year ended December 31determination of Net Working Capital, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Closing Date Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived or Closing Date Indebtedness from the items and amounts on such balance sheetCalculation Principles. The Parties Sellers and Buyer agree that no objection or challenge will be made with respect to the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Target Net Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common EquityCapital. (bc) Following delivery Parent may dispute Buyer’s calculation of the Seller Final Closing Balance Sheet and Statement (or any element thereof) by notifying Buyer in writing, setting forth in reasonable detail the IDB Buyer Closing Balance Sheet and prior to particulars of such disagreement (the deadline for delivering a Dispute Notice“Notice of Objection”), each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review within forty-five (45) days after Parent’s receipt of the Seller Final Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicableStatement. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any Any item or amount reflected as to which no dispute is raised in the Seller Closing Balance Sheet (including Notice of Objection will be final, conclusive and binding on the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein)Parties for all purposes hereunder, as applicable, and the basis for such dispute together with such Party's calculation of unless such item or amount is by its nature adjusted in dispute connection with the matters raised in the Notice of Objection. In the event that Parent does not deliver a Notice of Objection to Buyer within such forty-five (the "Dispute Notice"45) day period, and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party Parent shall be deemed to have accepted all items and amounts contained Buyer’s calculation of the Final Cash Purchase Price set forth in the Seller Final Closing Balance Sheet or Statement. In connection with the IDB Buyer preparation of the Final Closing Balance SheetStatement and the Notice of Objection, as applicable, delivered by each party shall permit the other Party pursuant party and its respective Representatives to Section 2.7(a). have reasonable access to the books, records and other documents (cincluding work papers, schedules, financial statements and memoranda) For 30 pertaining to or used in connection with the preparation of the Final Closing Statement, the Notice of Objection and the calculation of the Net Working Capital, Closing Date Cash and Closing Date Indebtedness (and provide the Representatives of each party reasonable access to employees and accountants) to the extent reasonably necessary to verify the accuracy of the Final Closing Statement and the Notice of Objection. In the event that a Notice of Objection is timely delivered, Buyer and Parent shall use their respective commercially reasonable efforts for a period of thirty (30) days after the later delivery a party’s receipt of the Dispute Notice by Seller of Objection, or IDB Buyersuch longer period as the Parties may agree in writing, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (disagreements set forth in the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end Notice of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant ArbitratorObjection. (d) If there Buyer and Parent are unable to resolve such disagreements within such thirty (30) day period (or such longer period as the Parties shall have agreed in writing), then Deloitte Touche Tohmatsu Limited (or such other independent accounting firm of recognized international standing as may be mutually selected by Buyer and Parent) (the “Independent Firm”) shall be appointed, as an expert and not an arbitrator, to resolve any items that remain in dispute at the end of such period (the “Unresolved Items”), but in no case shall the Independent Firm review or propose any resolution for any matters that have not been raised in the Notice of Objection. If Deloitte Touche Tohmatsu Limited is unwilling or unable to serve in such capacity and the Parties are not able to mutually select an alternative accounting firm that is willing and able to serve in such capacity, then Parent shall within ten (10) days deliver to Buyer a referral listing of three (3) other accounting firms of internationally recognized standing (and none of which have worked in the past three (3) years for Parent or Buyer or any of their respective Affiliates) and Buyer shall within ten (10) days after receipt of such list, select one of such three (3) accounting firms to act as the Independent Firm. (e) Buyer and Parent shall instruct the Independent Firm to determine as promptly as practicable, and in any event within ninety (90) days after the date on which such dispute is referred to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determineFirm, based solely on the materials submitted provisions of this Agreement, and the written presentations by Seller Parent and IDB Buyer, and not by on an independent review, only whether and to what extent (if any) the Disputed Items that have calculations set forth in the Final Closing Statement require adjustment. In resolving any Unresolved Item, the Independent Firm may not been settled assign a value to any item greater than the greatest value for such item claimed by negotiationeither Party or less than the smallest value for such item claimed by either Party. Parent and Buyer shall reasonably cooperate with, and its determination provide information and documentation, including any accountants’ work papers, to assist the Independent Firm. Any such information and documentation provided by Parent or Buyer to the Independent Firm shall concurrently be provided to the other party to the extent not already so provided. None of the Parties shall disclose to the Independent Firm, and the Independent Firm shall not consider for any purpose, any settlement discussions or settlement offer made by any of the Parties with respect to each Disputed Item shall be an amount any objection under this Section 2.06, unless otherwise agreed by Parent and Buyer within thirty (30) days of the range established with respect referral to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, Independent Firm. Parent and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct give to the Independent Accountant Arbitrator Firm and each other copies of any written submissions, exhibits and affidavits in support of their positions within fifteen (15) days after referral to render its decision the Independent Firm; thereafter, Parent and Buyer may submit written replies to the Independent Firm and each other within 30 days fifteen (15) days. Buyer shall bear and pay a percentage of its appointment or as soon thereafter as is reasonably practicable. The decision/award the fees and expenses of the Independent Accountant Arbitrator as Firm that is equal to the Disputed Items shall be final and binding onpercentage of the total dollar amount of changes to the Final Cash Purchase Price proposed by Parent that are successful, and Parent shall not be subject to appeal by, Seller bear and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later pay a percentage of the final determination fees and expenses of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect Independent Firm that is equal to the items and amounts accepted or deemed percentage of the total dollar amount of changes to have been accepted the Final Cash Purchase Price proposed by either Seller or IDB BuyerParent that are not successful, Disputed Items settled by negotiation and Disputed Items finally in each case, as determined by the Independent Accountant Arbitrator; such final calculations being Firm. The determination of the "Independent Firm shall be set forth in a written statement delivered to the Parties and shall be final, conclusive and binding on the Parties, absent fraud or manifest error. (f) If the Final Available Closing Statement (as finally determined pursuant to this Section 2.06) shows that an amount is due to Buyer (because the Preliminary Cash Allocation"Purchase Price is greater than the Final Cash Purchase Price shown on the Final Closing Statement), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or Sellers shall cause the applicable IDB Subsidiaries to) pay to be paid the amount of such excess(es) difference to Seller. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided Buyer, in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in cash. If the Final Available Closing Statement (as finally determined pursuant to this Section 2.06) shows that an amount is due to the Sellers (because the Preliminary Cash AllocationPurchase Price is less than the Final Cash Purchase Price shown on the Final Closing Statement), then Seller Buyer shall promptly pay such excess to the Sellers, in cash. Any payment pursuant to this Section 2.06(f) shall be made by Buyer or the Sellers, as the case may be, by wire transfer of immediately available funds within five (or shall cause 5) Business Days after the applicable Seller Retained Subsidiaries to) pay date on which the amount of such excess(es) payment is finally determined pursuant to IDB Buyerthis Section 2.06 to such account or accounts of such other Party as may be designated by such other Party in writing. Notwithstanding In the foregoing and event of a failure to timely make such payment, interest shall accrue on such amount for the avoidance period commencing on the payment due date through the date on which such payment is made calculated at the Prime Rate. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of doubt, in no event a year of three hundred and sixty-five (365) days and the actual number of days elapsed. (g) The parties agree that any payment made pursuant to this Section 2.06 or Section 2.07 shall Seller be treated for all Tax purposes as an adjustment to the Purchase Price unless otherwise required to pay an amount in excess of the Excess Cash Amountby applicable Law.

Post-Closing Adjustment. (a) Within 90 1.6.2.1 No later than 45 days following the Closing Date, Seller shall GCI will prepare and deliver to IDB Buyer the Company a consolidated balance sheet statement (the “Closing Date Statement”) showing, in reasonable detail, a calculation of the Seller Retained Subsidiaries Shareholders’ Equity as of immediately prior to the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller “Closing Balance Sheet"Date Shareholders’ Equity”), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 1.6.2.2 Within 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide date GCI delivers to the other Party a notice setting forthCompany the Closing Date Statement, in detail, any good faith dispute as to any item or amount reflected in if the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor Company disagrees in good faith with GCI’s calculation of Closing Date Shareholders’ Equity as set forth in the Closing Date Statement, then the Company may give BUS_RE\1394606.17 written notice (the “Objection Notice”) to resolve GCI within such 45-day period (i) setting forth the Company’s determination of Closing Date Shareholders’ Equity and (ii) specifying in reasonable detail the Company’s basis for disagreement with GCI’s determination of Closing Date Shareholders’ Equity. The failure by mutual agreement all Disputed Itemsthe Company to deliver an Objection Notice within such 45-day period shall constitute the acceptance of GCI’s computation of Closing Date Shareholders’ Equity. If, for any reason, Seller If the Company and IDB Buyer GCI are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (matter raised in the "Independent Accountant Arbitrator") to make a determination as Objection Notice with respect to the Disputed Items; provided that if determination of Closing Date Shareholders’ Equity within 30 days after delivery of the Independent Accountant Arbitrator Objection Notice, the items in dispute shall be submitted to binding arbitration in accordance with Section 10.1. The final computation of Closing Date Shareholders’ Equity, determined by reference to either GCI’s computation of Closing Date Shareholders’ Equity, agreement of the parties or binding arbitration, as the case may be, is unable or unwilling referred to serve in this capacityherein as the “Final Shareholders’ Equity.” 1.6.2.3 If, then Seller and IDB Buyer after the Final Shareholders’ Equity has been determined, the Cash Consideration is less than the Estimated Cash Consideration, the Sellers shall promptly pay to GCI, within 14 five days after the end Final Shareholders’ Equity has been determined, an amount equal to such difference plus interest accruing on such amount at a rate of 8% per annum from the Closing Date until such 30 day period agree on amount is paid, by wire transfer of immediately available funds to an alternate independent accounting firm or in default thereof such selection account designated by GCI. If the Estimated Cash Consideration is less than the Cash Consideration, GCI shall be made pursuant promptly pay to the rules Company, within five days after the Final Shareholders’ Equity has been determined, an amount equal to such difference plus interest accruing on such amount at a rate of 8% per annum from the American Arbitration AssociationClosing Date until such amount is paid, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses by wire transfer of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion immediately available funds to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made account designated by the Independent Accountant ArbitratorCompany. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (ai) Within 90 days following If the Closing DatePurchase Price is greater than the Final Purchase Price (such difference, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the “Post-Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"Adjustment Shortfall Amount”), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB then Buyer and the IDB Subsidiaries as Stockholders’ Agent shall, within three (3) Business Days of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation determination of the balance sheet for the fiscal year ended December 31, 2013, included Final Purchase Price in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by accordance with this Section 2.7 is 2.16, jointly instruct the Escrow Agent to measure pay the Post-Closing Adjustment Shortfall Amount to Buyer out of the Purchase Price Adjustment Escrow Fund by wire transfer in immediately available funds. If the amount of Available Cashfunds in the Purchase Price Adjustment Escrow Fund exceeds the Post-Closing Adjustment Shortfall Amount, Working Capital then Buyer and Tangible Common Equity and such processes are not intended the Stockholders’ Agent shall also jointly instruct the Escrow Agent to, after paying the Post-Closing Adjustment Shortfall Amount to permit the introduction of different judgmentsBuyer, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery pay to each Company Stockholder its Pro Rata Portion of the Seller remaining amount of funds in the Purchase Price Adjustment Escrow Fund. If the Purchase Price Adjustment Escrow Fund is insufficient to cover the Post-Closing Balance Sheet Adjustment Shortfall Amount, then Buyer and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer Stockholders’ Agent shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall jointly instruct the Independent Accountant Arbitrator Escrow Agent to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of distribute the Independent Accountant Arbitrator as entire Purchase Price Adjustment Escrow Fund to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Sellerabove. (ii) if any If the Final Purchase Price is greater than the Closing Purchase Price (such excess amount, the “Post-Closing Adjustment Excess Amount”), then the Company Stockholders shall be entitled to receive such excess amount, and Buyer shall, within five (5) Business Days of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess determination of the corresponding amounts that should have been transferred or retained by Final Purchase Price in accordance with this Section 2.16, pay to the Seller Retained Subsidiaries Paying Agent an amount equal to the Post-Closing Adjustment Excess Amount which shall be distributed to the Company Stockholders as provided Merger Consideration in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyeraccordance with Section 2.8. Notwithstanding the foregoing foregoing, any Post-Closing Adjustment Excess Amount shall be payable in cash and for Buyer Common Shares in proportion to the avoidance total Cash Merger Consideration and the total Stock Merger Consideration; provided, that the portion of doubtthe Additional Consideration payable in Buyer Common Shares shall be calculated based on the Buyer Average Stock Price as of the date of such payment. Concurrently with the payment of the Post-Closing Adjustment Excess Amount, in no event Buyer and the Stockholders’ Agent shall Seller be required also jointly instruct the Escrow Agent to pay an amount in excess to each Company Stockholder its Pro Rata Portion of the Excess Cash Amountremaining amount of funds in the Purchase Price Adjustment Escrow Fund.

Post-Closing Adjustment. (a) Within 90 days following the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "“Seller Closing Balance Sheet"”), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "“IDB Buyer Closing Balance Sheet" ” and together with the Seller Closing Balance Sheet, the "“Closing Balance Sheets"”), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (a) Within 90 days following No more than three (3) Business Days prior to the Closing Date and no more than two (2) Business Days after the Closing Date, an employee of Seller and one or more representatives or employees of Buyer shall calculate the quantity of sulfur, rock, ammonia and finished goods included in the Inventory located at the Facilities based upon a physical examination thereof. As soon as practicable (but in no event more than five (5) Business Days) following such physical examination, such employee of Seller and a representative or employee of Buyer shall summarize such Inventory calculations on a report (the “Inventory Report”) and deliver the Inventory Report to Buyer and Seller. The Inventory Report shall be executed and delivered by each of Buyer and Seller to the other party, and the quantity of such Inventory set forth thereon, absent manifest error, shall be final and binding on Buyer and Seller for purposes of calculating Net Working Capital on the Closing Date under this Section 3.5. The value of the Inventory set forth on the Inventory Report shall be determined in accordance with the accounting methods, practices, policies, procedures and estimation methods used to prepare the Balance Sheet. (b) As soon as reasonably practicable, but in no event later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver cause to IDB be delivered to Seller a certificate of the Chief Financial Officer of Buyer certifying (i) its good faith calculation of the Purchase Price, setting forth, in reasonable detail, a consolidated good faith calculation of each of the adjustments set forth in Section 3.2 (the “Final Purchase Price”) and (ii) a balance sheet of for the Seller Retained Subsidiaries Business as of immediately prior to the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, practices, policies, practices, procedures and estimation methods as those used to prepare the Balance Sheet and including all of the entries contained in Schedule 3.4(a) (the “Final Balance Sheet”). (i) If the Estimated Purchase Price is greater than the Final Purchase Price, the Purchase Price shall be adjusted downward dollar-for-dollar and Seller shall pay to Buyer the amount of such reduction, and (ii) if the Estimated Purchase Price is less than the Final Purchase Price, the Purchase Price shall be adjusted upward dollar-for-dollar and Buyer shall pay to Seller the amount of such increase (each a “Post-Closing Adjustment Amount”). Any Post-Closing Adjustment Amount shall be paid by wire transfer of immediately available funds to an account designated by the party receiving payment within three (3) Business Days after the final determination of the amount of such reduction or increase in the Purchase Price in accordance with this Section 3.5. (d) Upon receipt of the calculation of the Final Purchase Price, Seller shall be permitted during the succeeding forty-five (45) day period (the “Review Period”) reasonable access, upon reasonable notice, to (i) the Books and Records in the possession of and used by Buyer in the preparation of the balance sheet for Final Balance Sheet and the fiscal year ended December 31calculation of the Final Purchase Price, 2013, included including a reasonable level of supporting documentation used by Buyer in preparation of the GFI Financial StatementsFinal Purchase Price, and which shall include a calculation (ii) the accounting personnel of Available Cash at Buyer supporting the Seller Retained Subsidiaries Business and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used involved in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity Final Purchase Price and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Final Balance Sheets or determining Available Cash, Working Capital and Tangible Common EquitySheet. (be) Following delivery of If Seller disagrees with the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Final Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery calculation of the Final Purchase Price, on or prior to the last day of the Review Period, Seller Closing shall notify Buyer in writing of such disagreement with the Final Balance Sheet or IDB Buyer Closing the calculation of the Final Purchase Price, which notice shall set forth any such disagreement in reasonable detail, the specific item of the Final Balance Sheet in which to provide to or the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected calculation in the Final Purchase Price to which such disagreement relates and the specific basis for each such disagreement (the “Objection Notice”). If Seller Closing fails to deliver the Objection Notice within the Review Period, the Final Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's Buyer’s calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party Final Purchase Price shall be deemed to have been accepted all items by Seller and amounts contained shall be final and binding and used in computing the Post-Closing Adjustment Amount. If Seller Closing Balance Sheet or delivers the IDB Buyer Closing Balance SheetObjection Notice within the Review Period, as applicable, delivered by the other Party pursuant subject to Section 2.7(a). (c3.5(f) For 30 days after the later delivery of the Dispute Notice by below, Buyer and Seller or IDB Buyer, Seller and IDB Buyer shall endeavor negotiate in good faith to resolve any such disagreement, and any resolution agreed to in writing by mutual agreement all Disputed Items. If, for any reason, Buyer and Seller shall be final and IDB binding upon the parties hereto. (f) If Buyer and Seller are unable to resolve any Disputed Item disagreement as contemplated by Section 3.5(e) within 60 days after delivery of the Objection Notice, then Buyer and Seller shall submit the matter for resolution to a mutually agreeable independent international accounting firm (the “Independent Auditor”), who shall, acting as an arbitrator, resolve the dispute set forth in the Objection Notice. In the event Buyer and Seller are unable to agree on an Independent Auditor within thirty (30) days after the expiration of such 30 60-day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (at the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if request of either party the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection Auditor shall be made pursuant to the rules of appointed by the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will Auditor shall be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made equally by the Independent Accountant Arbitratorparties. (dg) If there is a referral to The parties shall instruct the Independent Accountant ArbitratorAuditor to consider only those items and amounts which are identified in the Objection Notice as being items which Buyer and Seller are unable to resolve. Further, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and Auditor’s determination shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, be based solely on the materials submitted relevant Books and presentations Records and the other written information provided by Buyer and Seller and IDB Buyer(i.e., not on the basis of an independent review), and the Independent Auditor shall not by independent review, only conduct additional discovery in any form. (h) The parties shall jointly instruct the Disputed Items that have Independent Auditor to make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after its engagement (i) whether or not been settled by negotiationthe Final Balance Sheet was prepared, and its determination the Final Purchase Price was calculated, in accordance with the terms of this Agreement or, alternatively, (ii) only with respect to each Disputed Item shall be an amount within the range established with respect disputed items submitted to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Independent Auditor, to what extent (if any) the Final Balance Sheet or IDB Buyer Closing Balance Sheetthe Final Purchase Price requires adjustment. The Independent Auditor shall provide the parties with a written explanation in reasonable detail of each such required adjustment, including the basis therefor. All negotiations pursuant to this Section 3.5 shall be treated as applicable, on compromise and settlement negotiations for purposes of Rule 408 of the one handFederal Rules of Evidence and comparable state rules of evidence, and the applicable Dispute Notice, on the other hand. Seller all negotiations and IDB Buyer shall instruct submissions to the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or Auditor shall be treated as soon thereafter as is reasonably practicableconfidential information. The decision/award Independent Auditor shall be bound by a mutually agreeable confidentiality agreement. The procedures of this Section 3.5 are exclusive and, except as set forth below, the determination of the Independent Accountant Arbitrator as to the Disputed Items Auditor shall be final and binding on, and shall not be subject on the parties. The decision rendered pursuant to appeal by, Seller and IDB Buyer or any other Person, and this Section 3.5(h) may be entered and enforced as provided a judgment in any court of competent jurisdiction. Either party may seek specific enforcement or take other necessary legal action to enforce any decision under this Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) 3.5(h). The other party’s only defense to such a request for specific enforcement or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted other legal action shall be fraud by or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by upon the Independent Accountant Arbitrator; Auditor. Absent such final calculations being fraud, such other party shall reimburse the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of party seeking enforcement for its expenses related to such excess(es) to Sellerenforcement. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (ai) Within 90 forty-five (45) days following after the Closing Date, Seller the OpCo Buyer shall prepare and deliver to IDB Buyer the Seller a consolidated statement setting forth its calculation of Closing Working Capital and Closing Date Company Cash (and each component thereof), which statement shall contain a balance sheet of the Seller Retained Subsidiaries Company as of the Closing Date (without giving effect to the Estimated Available Cash AllocationTransactions) and a calculation of the Closing Working Capital and the Post-Closing Adjustment (the "Seller “Closing Balance Sheet"Statement”), which shall together with such schedules and data with respect to the determination thereof as may be appropriate to support the calculations set forth in the Closing Statement. The Closing Statement, as it applies to the calculation of Closing Working Capital, will be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, principles and policies, practiceswith consistent classifications, procedures judgments and valuation and estimation methods as those methodologies that were used in the preparation of the balance sheet Example Calculation and otherwise in accordance with the Audited Financial Statements for the most recent fiscal year ended December 31end as if such Closing Statement was being prepared and audited as of a fiscal year end, 2013, included except for (x) such reclassifications and estimation methodologies changes as reflected in the GFI Interim Financial StatementsStatements and (y) such adjustments and estimates as may be required, and which shall include in the good faith determination of the OpCo Buyer, to take account of the fact that the Closing Statement is being prepared at a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days time other than following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as closing of the Closing (giving effect to Company’s books for the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets")prior fiscal year end, which adjustments and estimates shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, adjustments and using the same accounting methods, policies, practices, procedures and estimation methods as those estimates used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Estimated Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to SellerStatement. (ii) The post-closing adjustment (the “Post-Closing Adjustment”) shall be an amount equal to the sum of: (A) The difference between Closing Date Company Cash and Estimated Closing Date Company Cash (where the difference will be positive, if any of the amounts that were transferred Closing Date Company Cash exceeds the Estimated Closing Date Company Cash, or retained by negative, if the Estimated Closing Date Company Cash exceeds the Closing Date Company Cash); plus (B) The difference between Closing Working Capital and Estimated Closing Working Capital (where the difference will be positive, if the Closing Working Capital exceeds the Estimated Closing Working Capital, or negative, if the Estimated Closing Working Capital exceeds the Closing Working Capital). If the Post-Closing Adjustment as finally determined in accordance with this Section 2.06 is a positive number, the OpCo Buyer shall pay to the Seller Retained Subsidiaries as provided in an amount equal to the Estimated Available Cash Allocation were in excess of Post-Closing Adjustment. If the corresponding amounts that should have been transferred or retained by Post-Closing Adjustment is a negative number, the Seller Retained Subsidiaries as provided in shall pay to the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay OpCo Buyer an amount in excess of equal to the Excess Cash AmountPost-Closing Adjustment.

Post-Closing Adjustment. (a) Within 90 60 calendar days following the Closing DateClosing, Seller Purchaser shall prepare and deliver to IDB Buyer Seller a consolidated balance sheet statement setting forth Purchaser’s calculation of (i) the Seller Retained Subsidiaries as Working Capital Adjustment and (ii) the Closing Date Net Indebtedness. The calculation of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which Date Working Capital shall be prepared in conformity accordance with GAAP applied in a manner consistent with the audited Financial Statements and by otherwise applying the same methodologies and accounting policies used in and otherwise on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI audited Financial Statements, and which shall include a in all cases, except to the extent otherwise expressly provided in Exhibit A or in the definition of Closing Date Working Capital. The calculation of Available Cash at Closing Date Net Indebtedness shall be prepared in accordance with the Seller Retained Subsidiaries and definition of “Closing Date Net Indebtedness”. The “Working Capital derived from the items and amounts on such balance sheet. Within 90 days following Adjustment“ means an amount (which amount may be positive or negative) equal to the Closing DateDate Working Capital minus the Target Working Capital. “Closing Date Working Capital“ means the net amount, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (but without giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheetany actions of Purchaser, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation or to actions of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash Company or its Subsidiaries taken at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree Closing that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment are contemplated by this Section 2.7 is to measure Agreement) of the accounts of the Company and its Subsidiaries, on a consolidated basis, including the aggregate amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet SEO Rebate Payables and the IDB Buyer Closing Balance Sheet adjustment prescribed by Section 1.04(i), and prior to excluding the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel Excluded Assets and related work papers of Seller or IDB BuyerLiabilities, as applicabledetermined, subject to Sections 1.04(h), 1.04(i) and 1.04(j), in connection accordance with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet Exhibit A (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, amounts included in no event shall Seller be required to pay an amount in excess the determination of the Excess Cash AmountClosing Date Net Indebtedness shall be excluded from the determination of the Closing Date Working Capital). “Closing Date Net Indebtedness“ means Net Indebtedness of the Company and its Subsidiaries as of the Closing Date. For purposes of illustration, Exhibit A sets forth the calculation, from the combined balance sheet of the Company and its Subsidiaries as at December 31, 2006, of what the Closing Date Working Capital would be if the Closing Date had been December 31, 2006, without regard for the SEO Rebate Payables or the adjustments prescribed by Section 1.04(i). The calculation of Closing Date Working Capital shall be prepared without giving effect to any actions of the Purchaser, or to any actions of the Company or its Subsidiaries taken at the Closing that are contemplated by this Agreement.

Post-Closing Adjustment. (a) Within 90 Not later than sixty (60) days following after the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer Purchaser shall prepare and deliver to Seller Parent a consolidated balance sheet of IDB Buyer and statement (the IDB Subsidiaries as “Proposed Closing Statement”), setting forth the Purchaser’s good faith calculation of the actual amounts of Spent Capex, Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Date Net Working Capital and Closing Balance Sheet" and together Date Net Debt, along with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts Purchase Price based on such balance sheetamounts, together with reasonable supporting detail with respect to the calculations included therein. The Parties agree that Purchaser agrees to prepare the purpose Proposed Closing Statement strictly in accordance with the Specified Accounting Principles (in respect of preparing the calculation of all items required to be set forth in the Proposed Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity Statement other than Spent Capex) and the related adjustment contemplated by definitions in this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common EquityAgreement relating thereto. (b) Following delivery of the Proposed Closing Statement to Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior Parent, Purchaser agrees to the deadline for delivering a Dispute Notice, each of provide Seller and IDB Buyer will provide the other Party Parent and its Representatives with reasonable accountants and representatives, at no cost to Sellers, access to the properties, personnel, books and recordsrecords of the Business to the extent reasonably requested by Seller Parent and will cause appropriate personnel of Purchaser and the Business to provide reasonable assistance to Seller Parent and its representatives, personnel at no cost to Sellers, for the purpose of reviewing the Proposed Closing Statement. Purchaser shall, at no cost to Sellers, permit Seller Parent’s accountants to review and related make copies of all work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which used to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected support account balances in the Seller Proposed Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a)Statement. (c) For 30 Unless Seller Parent notifies Purchaser in writing that Seller Parent disagrees with any aspect of the Proposed Closing Statement (a “Notice of Disagreement”) within thirty (30) days after receipt thereof, the later Proposed Closing Statement shall be conclusive and binding on Seller Parent and Purchaser. Any Notice of Disagreement delivered by Seller Parent must provide reasonable detail with respect to the items and amounts with which Seller Parent disagrees in the Proposed Closing Statement. Any items not disputed in the Notice of Disagreement shall be binding upon the parties. (d) Any disputed items set forth in the Notice of Disagreement shall be resolved as follows: (i) During the thirty (30) day period following delivery of a Notice of Disagreement (the Dispute Notice by Seller or IDB Buyer“Resolution Period”), Seller Parent and IDB Buyer Purchaser shall endeavor first seek in good faith to resolve by mutual agreement such disputed items. If all Disputed Items. Ifsuch disputed items are so resolved they shall be deemed binding as so resolved and, for at such time, the Proposed Closing Statement as modified to reflect such resolution, shall be deemed the Final Closing Statement. (ii) If any reasondisputed items are not resolved during the Resolution Period, Seller and IDB Buyer are unable to resolve either party may at any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP time until the date that is thirty (the "Independent Accountant Arbitrator"30) to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of the Resolution Period (the “Final Date”) cause all (but not less than all) such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall unresolved disputed items to be made pursuant submitted to the rules Accounting Firm for final determination, by providing written notice of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion such election to the amount by which other party (a “Submission Notice”); provided, however, that, it is expressly agreed that no objection may be raised and no adjustment may be proposed to any such entry or item in a Submission Notice except on grounds that (A) in respect of any entry or item other than Spent Capex, such item or entry has not been calculated in accordance with Specified Accounting Principles and the aggregate definitions in this Agreement relating thereto or (B) in respect of Spent Capex, the calculation of the Disputed Items amount of Spent Capex (and not, for the avoidance of doubt, the quality or nature of any item of Capex) has not been calculated in accordance with the definition thereof. If, by each the end of them differs from the Final Date, there still exist one or more such unresolved disputed items but neither party shall have delivered a Submission Notice to the other party, the calculation of all such unresolved disputed items and the Purchase Price as reflected on the Notice of Disagreement shall be deemed final and binding on the parties and, at such time, the Proposed Closing Statement as modified to reflect such resolution shall be made by deemed the Independent Accountant ArbitratorFinal Closing Statement. (diii) If there is a referral The parties shall instruct the Accounting Firm to determine the disputed items set forth in any Submission Notice in accordance with the definitions thereof and, in respect of any item or entry other than Spent Capex, in accordance with the Specified Accounting Principles and, subject to Section 2.2(d)(iv), to make only such revisions or amendments as may be required to the Independent Accountant ArbitratorProposed Closing Statement such that the Final Closing Statement accurately reflects Spent Capex, each of Seller Closing Date Net Working Capital and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one handDate Net Debt, and the applicable Dispute Noticeresulting Purchase Price, on as prepared in accordance with the Specified Accounting Principles in the case of all of the foregoing other handthan Spent Capex. Seller Parent and IDB Buyer Purchaser shall instruct use their commercially reasonable efforts to cause the Independent Accountant Arbitrator Accounting Firm to render its decision a determination as to such disputed items and the resulting Purchase Price, along with a statement of reasons therefor, within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award after the engagement of the Independent Accountant Arbitrator Accounting Firm (as evidenced by its written acceptance by facsimile or otherwise to the Disputed Items parties) or a reasonable time thereafter, and, absent fraud or manifest error, such determination of the Accounting Firm shall be final and binding onupon Seller Parent and Purchaser. Seller Parent and Purchaser shall provide the Accounting Firm, without charge, access to information and representatives as reasonably requested by the Accounting Firm to the extent required for the determination of the Final Closing Statement. (iv) The scope of the Accounting Firm’s determination shall not be subject limited to appeal bywhether the calculations of (i) the amounts of the items required to be set forth in the Proposed Closing Statement were calculated strictly in accordance with the definitions in this Agreement relating thereto and (ii) Closing Date Net Working Capital and Closing Date Net Debt set forth in the Proposed Closing Statement were performed strictly in accordance with the Specified Accounting Principles. The determination of any item in dispute cannot, however, be in excess of, nor less than, the greatest or lowest value, respectively, claimed for that particular item in the Proposed Closing Statement, in the case of Seller Parent, or in the Notice of Disagreement, in the case of Purchaser. (v) The fees and IDB Buyer or any other Person, expenses of the Accounting Firm shall be shared equally by Seller Parent and may be entered and enforced as provided in Section 9.9Purchaser. (e) No later than 30 days following five (5) Business Days after the later of Proposed Closing Statement is deemed the final determination of the Seller Final Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect Statement pursuant to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effectedthis Section 2.2: (i) if any of If the amounts that were transferred or retained by the IDB Subsidiaries at Final Closing as provided in Date Net Debt (A) is more than the Estimated Available Cash Allocation were in excess Closing Date Net Debt, Seller Parent shall pay to Purchaser the difference or (B) is less than the Estimated Closing Date Net Debt, Purchaser shall pay to Seller Parent, on behalf of itself and the corresponding amounts that should have been transferred or retained by other Sellers, the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller.difference; (ii) if any If the Final Closing Date Net Working Capital (A) is less than the Estimated Closing Date Net Working Capital, Seller Parent shall pay to Purchaser the difference or (B) is more than the Estimated Closing Date Net Working Capital, Purchaser shall pay to Seller Parent, on behalf of itself and the amounts that were transferred other Sellers, the difference; and (iii) If the Final Spent Capex (A) is less than the Estimated Spent Capex, Seller Parent shall pay to Purchaser the difference or retained (B) is more than the Estimated Spent Capex, Purchaser shall pay to Seller Parent, on behalf of itself and the other Sellers, the difference. Any amount to be paid pursuant to this Section 2.2(e) shall be (i) increased by interest thereon at the rate of five percent (5%) per annum from (but excluding) the Closing Date through and including the date of payment based on a 365-day year; (ii) made by a wire transfer of immediately available funds in Dollars to a bank account designated in writing by the Seller Retained Subsidiaries party entitled to receive payment (such designation to be made at least two (2) Business Days prior to such payment) and (iii) treated as provided in an adjustment to the Estimated Available Cash Allocation were in excess of Initial Purchase Price for Tax reporting purposes. The parties shall net the corresponding amounts payments, if any, to be made pursuant to Sections 2.2(e)(i) and 2.2(e)(ii) such that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be only one party is required to pay an amount in excess of the Excess Cash Amountdeliver amounts required to be paid under this Section 2.2(e).

Post-Closing Adjustment. (a) Within 90 days following Promptly after the Closing Date, Seller shall will prepare and and, within 30 days of the Closing Date, deliver to IDB Buyer a consolidated calculation of the Cash Portion of the Purchase Price based on a balance sheet of the Seller Retained Subsidiaries relevant items as of the Closing (giving effect to the Estimated Available Cash Allocation) Date (the "Seller Closing Final Balance Sheet"), which together with Supporting Schedules thereto. The Final Balance Sheet shall be prepared in conformity accordance with GAAP generally accepted accounting principles consistently applied on a basis consistent with and as though the preparation ofparties had not consummated the transactions contemplated by this Agreement. Following the Closing, and using either (i) Seller shall pay Buyer an amount equal to the same accounting methodsdecrease, policiesif any, practices, procedures and estimation methods as those used in between the preparation Cash Portion of the balance sheet for Purchase Price as reflected on the fiscal year ended December 31, 2013, included in Final Balance Sheet or the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Adjusted Final Balance Sheet, as the "Closing Balance Sheets")case may be, which shall be prepared in conformity with GAAP applied on a basis consistent as compared with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation Cash Portion of the balance sheet for Purchase Price as reflected on the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or (ii) Buyer shall pay Seller an amount equal to the IDB Buyer Closing increase, if any, between the Cash Portion of the Purchase Price as reflected on the Final Balance Sheet or the Adjusted Final Balance Sheet, as applicable. Each of Seller and IDB Buyer the case may be (the payment referred to in clause (i) or (ii) above shall have 45 days after be referred to as the later delivery "Post-Closing Adjustment") as compared with the Cash Portion of the Seller Purchase Price as reflected on the Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item")Sheet. Other than the Disputed Items, each Party Such payments shall be deemed to have accepted all items and amounts contained in made by wire transfer or certified or bank cashier's check within ten (10) business days of adoption of the Seller Closing Final Balance Sheet or the IDB Buyer Closing notice from the Accounting Firm of the Adjusted Final Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Itemscase may be. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection No payment shall be made pursuant to by either party if the rules Cash Portion of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position Purchase Price as reflected on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet is equal to the Cash Portion of the Purchase Price as reflected on the Final Balance Sheet or IDB Buyer Closing the Adjusted Final Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and case may be entered and enforced as provided in Section 9.9be. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (ai) Within 90 As promptly as reasonably practicable, but in no event later than one hundred twenty (120) calendar days following the Closing Date, Seller Parent shall prepare cause to be prepared in accordance with the Specified Accounting Principles and deliver delivered to IDB Buyer a the Shareholder Representative an unaudited consolidated balance sheet of the Seller Retained Subsidiaries Company as of the Closing (giving effect close of business on the day immediately prior to the Estimated Available Cash Allocation) Closing Date (the "Seller “Closing Balance Sheet"”), which shall be prepared together with a statement (the “Parent Closing Statement”) setting forth in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a reasonable detail Parent’s calculation of Available Cash at the Seller Retained Subsidiaries and Closing Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common EquityCapital. (bii) Following From and after the delivery of the Seller Closing Balance Sheet and the IDB Buyer Parent Closing Statement, Parent shall provide the Shareholder Representative and any accountants or advisors retained by the Shareholder Representative with reasonable access during normal business hours to the books and records of the Surviving Corporation for the purposes of: (A) enabling the Shareholder Representative and its accountants and advisors to calculate, and to review Parent’s calculation of Closing Working Capital; and (B) identifying any dispute related to the calculation of Closing Working Capital set forth in the Parent Closing Statement. (iii) If the Shareholder Representative disputes the calculation of Closing Working Capital set forth in the Parent Closing Statement, then the Shareholder Representative shall deliver a written notice (a “Dispute Notice”) to Parent and the Escrow Agent during the thirty (30)-day period commencing upon receipt by the Shareholder Representative of the Closing Balance Sheet and the Parent Closing Statement (the “Review Period”). The Dispute Notice shall set forth, in reasonable detail, the principal basis for the dispute of such calculation. (iv) If the Shareholder Representative does not deliver a Dispute Notice to Parent prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review expiration of the Seller Review Period, Parent’s calculation of Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or in the IDB Buyer Parent Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party Statement shall be deemed to have accepted final and binding on Parent, the Shareholder Representative and Equityholders for all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a)purposes of this Agreement. (cv) For 30 If the Shareholder Representative delivers a Dispute Notice to Parent prior to the expiration of the Review Period, then the Shareholder Representative and Parent shall use commercially reasonable efforts to reach agreement on the calculation of Closing Working Capital. If the Shareholder Representative and Parent are unable to reach agreement on the calculation of Closing Working Capital within twenty (20) calendar days after the later delivery end of the Dispute Notice by Seller Review Period, the Shareholder Representative, on the one hand, or IDB BuyerParent, Seller and IDB Buyer on the other hand, shall endeavor in good faith have the right to resolve by mutual agreement all Disputed Items. Ifrefer such dispute to the San Jose, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage California office of Deloitte & Touche LLP (such firm, or any successor thereto, being referred to herein as the "Independent Accountant Arbitrator"“Designated Accounting Firm”) after such twentieth (20th) day. In connection with the resolution of any such dispute by the Designated Accounting Firm: (A) each of Parent and the Shareholder Representative shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any disputed issues with respect to the calculation of Closing Working Capital; (B) the Designated Accounting Firm shall determine Closing Working Capital in accordance with the Specified Accounting Principles within thirty (30) calendar days of such referral and, upon reaching such determination, shall deliver a copy of its calculations (the “Expert Calculations”) to make a the Shareholder Representative, Parent and the Escrow Agent; and (C) the determination as to of Closing Working Capital made by the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection Designated Accounting Firm shall be made pursuant to final and binding on Parent, the rules Shareholder Representative and the Equityholders for all purposes of this Agreement, absent manifest error. In calculating Closing Working Capital, the American Arbitration Association, which accounting firm Designated Accounting Firm shall be limited to addressing any particular disputes referred to in the "Independent Accountant Arbitrator" hereunderDispute Notice. The feesExpert Calculations (X) shall reflect in detail the differences, costs if any, between Closing Working Capital reflected therein and Closing Working Capital set forth in the Parent Closing Statement, and (Y) with respect to any specific discrepancy or disagreement, shall be no greater than the higher amount calculated by Parent or the Shareholder Representative, as the case may be, and no lower than the lower amount calculated by Parent or the Shareholder Representative as the case may be. The fees and expenses of the Independent Accountant Arbitrator will Designated Accounting Firm shall be borne by Seller Parent and IDB Buyer the Shareholder Representative in relative proportion to the amount by which the aggregate calculation their respective determinations of the Disputed Items by each of them differs Closing Working Capital differed from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation")Designated Accounting Firm, the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained as determined by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to SellerDesignated Accounting Firm. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (ai) Within 90 If the Closing Net Working Capital, as finally determined under Section 2.08(b), is more than the Estimated Closing Net Working Capital, Parent shall, within three (3) business days following the Closing DateNet Working Capital becoming final and binding pursuant to Section 2.08(b), Seller shall prepare and deliver based upon such final determination, pay the excess by wire transfer of immediately available funds to IDB Buyer a consolidated balance sheet the SFC Equityholders to the accounts and in proportion to their respective Percentage Interests set forth on Section 2.06(c) of the Seller Retained Subsidiaries as of Company Disclosure Schedule. If the Closing (giving effect to Net Working Capital, as finally determined under Section 2.08(b), is less than the Estimated Available Cash AllocationClosing Net Working Capital, within three (3) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 business days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Net Working Capital becoming final and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party binding pursuant to Section 2.7(a2.08(b). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not based upon such final determination, Parent and the Escrow Agent shall debit the Escrow Account by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicabledeficiency, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Sellera dollar for dollar basis. (ii) if In addition, any outstanding principal balance on all receivables of the amounts Company as the Effective Time (the “Acquired Receivables”), net of any reserves for doubtful or uncollectible accounts, that were transferred or retained by the Seller Retained Subsidiaries as provided are included in the Estimated Available Cash Allocation were Closing Net Working Capital that are not in excess fact collected as of the corresponding amounts date that should the Closing Net Working Capital and have not previously been transferred or retained by deducted in calculating the Seller Retained Subsidiaries Closing Net Working Capital, as provided finally determined under Section 2.08(b), shall be deducted from the Closing Net Working Capital (any such Acquired Receivables, a “Deducted Receivable”). The Surviving Corporation shall use commercially reasonable efforts to collect all the Acquired Receivables. When payments are received on account of any obligor under any such Acquired Receivable, the Surviving Corporation shall apply such payments first, to any invoice(s) referenced in connection with such payments, second, to the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay oldest invoice where the amount of the payment matches the amount set forth on the invoice, and third to the oldest unpaid invoices. To the extent that Surviving Corporation receives any payment in respect of a Deducted Receivable, Surviving Corporation shall promptly remit such excess(espayments by wire transfer of immediately available funds to the SFC Equityholders to the accounts and in proportion their respective Percentage Interests set forth on Section 2.06(c) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash AmountCompany Disclosure Schedule.

Post-Closing Adjustment. (a) Within 90 forty-five (45) days following after the Closing Date, Seller the Parent shall prepare cause to be prepared and deliver delivered to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as Purchasers (i) an adjustment statement setting forth the amount of the Closing (giving effect to Cash, the Estimated Available Cash Allocation) Vault Cash, the Closing Working Capital and the Closing Indebtedness (the "Seller Preliminary Adjustment Statement") and (ii) based on the Closing Balance SheetCash, the Vault Cash, the Closing Working Capital and the Closing Indebtedness as derived therefrom, the Parent's written calculation of the Purchase Price, and the adjustments necessary to reconcile the Estimated Purchase Price to the Purchase Price (the "Preliminary Post-Closing Adjustment"), which . The Preliminary Adjustment Statement shall each be prepared in conformity with GAAP applied as of 12:01 a.m. on a basis the Closing Date consistent with the preparation ofwith, and using the same accounting methods, policies, practices, practices and procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following Pro Forma Balance Sheet as if the Closing DateDate was an interim month end, IDB Buyer except that the Preliminary Adjustment Statement shall prepare only reflect those assets and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as liabilities of the Business necessary to calculate the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance SheetCash, the "Closing Balance Sheets")Vault Cash, which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital Indebtedness and Tangible Common Equityshall include details reasonably sufficient to enable Purchasers to determine whether it was prepared in accordance with this clause (a). (b) Following delivery of The Purchasers shall review the Seller Closing Balance Sheet Preliminary Adjustment Statement and the IDB Buyer Preliminary Post-Closing Balance Sheet and prior Adjustment and, if the Purchasers reasonably believe that either was not prepared in accordance with Section 2.6(a), the Purchasers shall so notify the Parent no later than the tenth (10) Business Day after the Purchasers' receipt thereof, setting forth in such notice the Purchasers' objection or objections to the deadline for delivering a Dispute Notice, each of Seller Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment with particularity and IDB Buyer will provide the other Party and its Representatives with reasonable access specific changes or adjustments which the Purchasers claim are required to be made thereto in order to conform the same to the books and records, personnel and related work papers terms of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"Section 2.6(a). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, Any notice of objection delivered by the other Party pursuant to this Section 2.7(a)2.6(b) shall specify in reasonable detail the nature of any disagreement so asserted. (c) For 30 days after the later delivery Each Party shall cooperate fully with all representatives of the Dispute Notice by Seller or IDB Buyer, Seller other Parties in the preparation and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules review of the American Arbitration AssociationPreliminary Adjustment Statement, which accounting firm shall be including, without limiting the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses generality of the Independent Accountant Arbitrator will be borne by Seller foregoing, causing the books and IDB Buyer in relative proportion to the amount by which the aggregate calculation records of the Disputed Items by each of them differs from the calculation Business to be made by available after the Independent Accountant ArbitratorClosing during normal business hours to such representatives upon reasonable advance notice, and shall cause the necessary personnel of the Business to assist such representatives in the preparation and/or review of the Preliminary Adjustment Statement, including, without limitation, granting such Persons access to the facilities and other assets of the other upon reasonable advance notice. (d) If there is a referral the Purchasers timely notify the Parent in accordance with Section 2.6(b) of an objection by the Purchasers to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if the Purchasers and the Parent are unable otherwise to resolve such dispute through good faith negotiations between the Purchasers and the Parent within fifteen (15) days after the Purchasers' delivery of such notice of objection, then the Parties shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by, the New York, New York office of BDO ▇▇▇▇▇▇▇, LLP, or such other accounting firm of national reputation as shall be mutually acceptable to the Purchasers and the Parent (the "Independent Accountants"). The Independent Accountants shall determine and report in writing to the Purchasers and the Parent as to the resolution of all disputed matters submitted to the Independent Accountant ArbitratorAccountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within twenty (20) days after such submission or such longer period as the Independent Accountants may reasonably require, each and such determinations shall be final, binding and conclusive as to the Purchasers, the Parent and their respective Affiliates. The fees and disbursements of Seller and IDB Buyer agrees, if requested the Independent Accountants shall be shared equally by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, Purchasers on the one hand, hand and the applicable Dispute Notice, Parent on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (The Preliminary Adjustment Statement and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Preliminary Post-Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being Adjustment shall become the "Final Available Cash AllocationAdjustment Statement" and the ")Final Post-Closing Adjustment," respectively, and as such shall become final, binding and conclusive upon the Purchasers, the following adjustments shall be effectedParent and their respective Affiliates for all purposes of this Agreement, upon the earliest to occur of the following: (i) if any the mutual acceptance by the Purchasers and the Parent of the amounts that were transferred Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment, respectively, with such changes or retained adjustments thereto, if any, as may be proposed by the IDB Subsidiaries at Purchasers and consented to by the Parent; (ii) the expiration of ten (10) Business Days after the Purchasers' receipt of the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment, respectively, without timely written objection thereto by the Purchasers in accordance with Section 2.6(b); or (iii) the delivery to the Purchasers and the Parent by the Independent Accountants of the report of their determination of all disputed matters submitted to them pursuant to Section 2.6(c). (f) If the Purchase Price, calculated as provided set forth in Section 2.2, as finally determined in accordance with this Section 2.6, is greater than the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash AllocationPurchase Price, then IDB Buyer the Purchasers shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(esdifference to the Parent (to the extent appropriate, as agent of EFC) by means of a wire transfer of immediately available funds to Seller. (ii) if any of the amounts that were transferred or retained by Parent's Account. If the Seller Retained Subsidiaries Purchase Price, calculated as provided set forth in Section 2.2, as finally determined in accordance with this Section 2.6, is less than the Estimated Available Cash Allocation were in excess Purchase Price, the Parent (if appropriate, as agent of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller EFC) shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) difference to IDB Buyerthe Purchasers by means of a wire transfer of immediately available funds to an account designated by the Purchasers. Notwithstanding the foregoing The Final Post-Closing Adjustment, if any, shall be due and for the avoidance of doubt, in no event shall Seller be required payable pursuant to pay an amount in excess of the Excess Cash Amount.this

Post-Closing Adjustment. (ai) Within 90 No later than ninety (90) days following the Closing Date, Seller the Buyer shall prepare in good faith and deliver to IDB Buyer the Seller’s Representative a consolidated statement (the “Closing Statement”) setting forth an unaudited balance sheet of the Seller Retained Subsidiaries Company as of the Effective Time and the Buyer’s calculation of (A) the Banesco Line of Credit Amount, (B) Company Cash, (C) the Company Transaction Expenses, (D) the Closing Net Working Capital, (giving effect E) the amount, if any, by which the Target Net Working Capital exceeds the Closing Net Working Capital, and (F) the proposed Final Promissory Note Amount calculated using the amounts set forth in the Closing Statement. The Seller Group shall use commercially reasonable efforts to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent cooperate with the preparation of, Buyer and using the same accounting methods, policies, practices, procedures their accountants and estimation methods as those used other advisors in connection with the preparation of the balance sheet for Closing Statement. If the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following Buyer fails to deliver the Closing DateStatement to the Seller’s Representative within the ninety (90) day period specified in this Section 2.7(b)(i), IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer then the Estimated Closing Statement and the IDB Subsidiaries as Flow of Funds Memorandum shall be deemed the Closing (giving effect Statement and the Seller’s Representative may exercise his rights pursuant to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheetthis Section 2.7. The Parties parties agree that the purpose of preparing the Closing Balance Sheets Statement and determining the Available CashClosing Net Working Capital, Working Capital the Banesco Line of Credit Amount, Company Transaction Expenses, and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 Company Cash is to measure the amount of Available Cashthe Closing Net Working Capital, the Banesco Line of Credit Amount, Company Transaction Expenses, and Company Cash calculated in accordance with the Net Working Capital and Tangible Common Equity Calculation, and such processes are not intended to permit the introduction of different or new judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies other than the Net Working Capital Calculation for the purpose of preparing the Closing Balance Sheets Statement or determining Available the Closing Net Working Capital, the Banesco Line of Credit Amount, Company Transaction Expenses, and Company Cash, Working Capital and Tangible Common Equity. (b) Following delivery . The Closing Statement shall not make purchase accounting adjustments arising out of the Seller Closing Balance Sheet transactions contemplated by this Agreement and shall entirely disregard (I) any and all effects on the IDB assets or liabilities of the Company as a result of the transactions contemplated by this Agreement or of any financing or refinancing arrangements entered into at any time by the Buyer Closing Balance Sheet and prior to or its Affiliates or any other transaction entered into by the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and or its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, Affiliates in connection with such other Party's review the consummation of the Seller Closing Balance Sheet transactions contemplated by this Agreement, and (II) any of the plans, transactions, or changes which the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days intends to initiate or make or cause to be initiated or made after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's Company or IDB Buyer's calculation in the Seller Closing Balance Sheet its business or IDB Buyer Closing Balance Sheetassets, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as any facts or circumstances that are unique or particular to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or its Affiliates or any other Personof their assets or liabilities. For the avoidance of doubt, and unless the Seller’s Representative otherwise agrees in writing, the Buyer may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following not amend, adjust, supplement, or modify the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital Statement or any amounts set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect therein following their delivery to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller’s Representative. (ii) if any The Seller’s Representative shall have a period of thirty (30) days from the receipt of the amounts that were transferred Closing Statement (the “Review Period”) to review the Closing Statement. To the extent reasonably required to complete such review of the Closing Statement, for the duration of the Review Period and the pendency of any dispute, the Buyer will, upon written request, provide the Seller’s Representative and his Representatives with reasonable access during normal business hours to all working papers in the Buyer’s or retained its Representatives’ possession or control to the extent related to the preparation of the Closing Statement. If, as a result of such review: (A) the Seller’s Representative agrees with the Closing Statement, the Seller’s Representative shall deliver to the Buyer a written notice of agreement and the Closing Statement will be final, binding and non-appealable by the Seller Retained Subsidiaries as provided in Group; (B) the Estimated Available Cash Allocation were in excess Seller’s Representative disagrees with the Closing Statement, the Seller’s Representative shall deliver to the Buyer a written notice of disagreement (a “Dispute Notice”) prior to the expiration of the corresponding amounts that should have been transferred or retained by Review Period, setting forth the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall nature (or shall cause the applicable Seller Retained Subsidiaries towith reasonable supporting detail) pay the and amount of such excess(es) to IDB Buyer. Notwithstanding disagreement and the foregoing and Seller’s Representative’s determination thereof; provided, for the avoidance of doubt, the Parties agree that the Buyer’s failure to provide reasonable access required by Section 2.7(b)(ii) shall be deemed a sufficient basis for an objection by the Seller’s Representative. (iii) If the Seller’s Representative does not deliver a Dispute Notice within the Review Period, then the Seller’s Representative will be deemed to have irrevocably accepted the Closing Statement delivered by the Buyer pursuant to this Section 2.7, in no event which case, the amounts set forth in the Closing Statement shall be final, binding, and non-appealable by the Seller be required to pay an amount in excess of the Excess Cash AmountGroup.

Post-Closing Adjustment. (a) Within 90 ninety (90) calendar days following after the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries Target Companies as of 11:59 p.m. on the day immediately preceding the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance SheetDate, the "Closing Balance Sheets"), which shall be prepared in conformity accordance with GAAP applied and on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those GAAP conventions used in for the preparation of the Audited Financial Statements; provided that such balance sheet for shall reflect the fiscal year ended December 31, 2013, included Transaction Costs accrued as of the Closing and shall include each of the items set forth in the GFI Financial Statementsdefinition of Closing Working Capital (whether or not otherwise required to be included on a balance sheet prepared in accordance with GAAP), but otherwise shall be calculated without giving effect to the consummation of the Contemplated Transactions and which shall include a calculation exclude any Indebtedness incurred under financing or refinancing arrangements entered into at any time by any of Available Cash at the IDB Subsidiaries and Tangible Common Equity, Buyer Parties or any other transaction entered into by any of the Buyer Parties in each case derived from connection with the items and amounts on Contemplated Transactions (including with respect to any of the Target Companies) (such balance sheet, the “Proposed Final Balance Sheet”). The Parties agree that Proposed Final Balance Sheet shall also include schedules setting forth the purpose calculation of preparing (i) Closing Working Capital as of 11:59 p.m. on the day immediately preceding the Closing Date as reflected in the Proposed Final Balance Sheets and determining Sheet (the Available Cash“Proposed Final Closing Working Capital”), Working Capital and Tangible Common Equity and (ii) Cash of the related adjustment contemplated by this Section 2.7 is to measure Target Companies as of 11:59 p.m. on the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing day immediately preceding the Closing Date as reflected in the Proposed Final Balance Sheets or determining Available Sheet (the “Proposed Final Closing Cash”) and (iii) the Balance Sheet Indebtedness of the Target Companies as of 11:59 p.m. on the day immediately preceding the Closing Date as reflected in the Proposed Final Balance Sheet (the “Proposed Final Balance Sheet Indebtedness”). The Proposed Final Closing Balance Sheet, Working Capital and Tangible Common Equitytogether with such schedules, is referred to herein as the “Proposed Final Closing Statement”. (b) Following Seller will have forty-five (45) calendar days following delivery of the Seller Proposed Final Closing Balance Sheet and Statement during which to notify Buyer in writing (the IDB Buyer Closing Balance Sheet and prior “Notice of Objection”) of any objections to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review preparation of the Seller Closing Proposed Final Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery calculation of the Seller Proposed Final Closing Working Capital, Proposed Final Closing Cash, and Proposed Final Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forthIndebtedness, in detaileach case, any good faith dispute setting forth the basis of its objections in such detail as will permit Buyer to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicableunderstand such objections, and the basis for such dispute together with such Party's calculation U.S. dollar amount of such item or amount in dispute (each objection. In reviewing the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Proposed Final Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB BuyerStatement, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any shall be entitled to reasonable access during normal business hours to all material personnel, accountants, books, records, contracts and documents of the amounts Target Companies that were transferred or retained are required by Seller to confirm the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess accuracy of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Proposed Final Available Cash AllocationClosing Statement, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. and (ii) if any of the amounts that were transferred or retained shall be furnished by the Target Companies such information and data that Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts may reasonably request and that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.is readily

Post-Closing Adjustment. (a) Within 90 45 days following after the Closing Date, Seller shall the Purchaser will prepare and deliver to IDB Buyer the Seller a written notice (the “Adjustment Notice”) containing (i) an unaudited consolidated balance sheet of the Seller Retained Subsidiaries Acquired Companies as at immediately prior to the Closing (the “Closing Balance Sheet”), (ii) the Purchaser’s calculation of the Closing Net Working Capital based on the Closing Balance Sheet (giving effect the “Closing Net Working Capital Statement”), (iii) the Purchaser’s calculation of Closing Net Cash based on the Closing Balance Sheet (the “Closing Net Cash Statement”) and (iv) the Purchaser’s calculation of the amount of any payments required pursuant to the Estimated Available Cash AllocationSection 2.4(g) (the "Seller Closing Balance Sheet"“Adjustment Calculation”), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller The Closing Balance Sheet, the "Closing Balance Sheets"), which shall Net Working Capital Statement and the Closing Net Cash Statement will be prepared in conformity accordance with GAAP applied on in a basis manner consistent with the preparation of, methods and using practices used to prepare the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Company Interim Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common EquitySheet. (b) Following delivery During the preparation of the Adjustment Notice, at the Purchaser’s request, the Seller Closing Balance Sheet will, and will cause each of the Acquired Companies to, (i) provide the Purchaser and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Purchaser’s Representatives with reasonable access to the books and books, records, personnel facilities and related work papers Employees of the Acquired Companies to the extent not otherwise already acquired as of the Closing Date, (ii) provide the Purchaser, within ten Business Days after the Closing Date, with normal month-end closing financial information for the period ending as of the close of business on the Closing Date and (iii) reasonably cooperate with the Purchaser and the Purchaser’s Representatives, including by providing on a timely basis all information reasonably necessary or useful in preparing the Adjustment Notice and any other information reasonably requested by the Purchaser. Following delivery of the Adjustment Notice, at the Seller’s request, the Purchaser (i) shall reasonably cooperate and assist, and shall cause its Representatives to assist, the Seller or IDB Buyer, as applicable, and its Representatives in connection with such other Party's the review of the Seller Closing Balance Sheet or Adjustment Notice and (ii) shall provide the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, its Representatives with any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered information reasonably requested by the other Party pursuant to Section 2.7(a)them. (c) For Within 30 days after the later delivery of the Dispute Notice Adjustment Notice, the Seller will either: (i) agree in writing with the Adjustment Calculation, in which case such calculation will be final and binding on the parties for purposes of Section 2.4(g); or (ii) dispute the Adjustment Calculation by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as delivering to the Disputed Items; provided that if Purchaser a written notice (a “Dispute Notice”) which shall specify which items are being disputed and set forth in reasonable detail the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by basis for each of them differs from the calculation to be made by the Independent Accountant Arbitratordisputed item therein. (d) If there is the Seller fails to take either of the foregoing actions within 30 days after delivery of the Adjustment Notice, then the Seller will be deemed to have irrevocably accepted the Adjustment Calculation, in which case, the Adjustment Calculation will be final and binding on the parties for purposes of Section 2.4(g). (e) If the Seller timely delivers a referral Dispute Notice to the Independent Accountant ArbitratorPurchaser, each then the Purchaser and the Seller will attempt in good faith, for a period of Seller and IDB Buyer agrees30 days following the Purchaser’s receipt of such Dispute Notice (the “Resolution Period”), if requested to agree on the Adjustment Calculation for purposes of Section 2.4(g). Any resolution by the Independent Accountant Arbitrator, Purchaser and the Seller memorialized in writing and signed by both the Purchaser and the Seller during the Resolution Period as to execute a reasonable engagement letter any disputed items set forth in such Dispute Notice will be final and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position binding on the Disputed Items, together with such supporting documentation as it deems necessaryparties for purposes of Section 2.4(g). The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on If the materials submitted Purchaser and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet do not resolve all disputed items by the end of the Resolution Period, then the Purchaser and the Seller will submit the remaining items in dispute to PricewaterhouseCoopers LLP for resolution, or IDB Buyer Closing Balance Sheetif that firm is unwilling or unable to serve, as applicablethe Purchaser and the Seller will engage another mutually agreeable independent accounting firm of recognized international standing, which firm is not the regular auditing firm of the Purchaser or the Acquired Companies. If the Purchaser and the Seller are unable to jointly select such independent accounting firm within 10 days after the Resolution Period, the Purchaser, on the one hand, and the applicable Dispute NoticeSeller, on the other hand. Seller , will each select an independent accounting firm of recognized international standing and IDB Buyer shall instruct such selected accounting firms will select a third independent accounting firm of recognized international standing, which firm is not the regular auditing firm of the Purchaser or the Acquired Companies; provided, however, that if either the Purchaser, on the one hand, or the Seller, on the other hand, fails to select such independent accounting firm during this 10-day period, then the parties agree that the independent accounting firm selected by the other party will be the independent accounting firm selected by the parties for purposes of this Section 2.4 (such selected independent accounting firm, whether pursuant to this sentence or the preceding sentence, the “Independent Accounting Firm”). (i) The Independent Accounting Firm will (A) act as an expert in accounting, and not as an arbitrator, to resolve only those items specifically set forth on a timely delivered Dispute Notice that remain in dispute as of such time, and that have not been deemed pursuant to Section 2.4(c), Section 2.4(d) or Section 2.4(e) to be final and binding on the Parties, (B) render its determination in accordance with this Agreement and otherwise in accordance with GAAP applied in a manner consistent with the methods and practices used to prepare the Company Interim Balance Sheet, (C) not determine an Adjustment Calculation that would result in a Purchase Price (1) in excess of the applicable amount in the Adjustment Notice or (2) that is less than the applicable amount in the Dispute Notice and (D) render its determination with respect to the items in dispute in a written report that specifies the conclusions of the Independent Accountant Arbitrator Accounting Firm as to each item in dispute and the resulting Adjustment Calculation. The Independent Accounting Firm will only render its determination with respect to the specific remaining accounting differences submitted to it and may rely only upon information submitted to it by or on behalf of the Purchaser or the Seller. The Purchaser and the Seller will each use their commercially reasonable efforts to cause the Independent Accounting Firm to render its decision determination within 30 days after referral of its appointment the disputed items on a timely delivered Dispute Notice to such firm or as soon thereafter as is reasonably practicable. The decision/award decision of the Independent Accountant Arbitrator as to the Disputed Items shall Accounting Firm will be final final, conclusive and binding on, on the Parties and shall will not be subject to appeal by, Seller or further review. The costs and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later expenses of the final determination Independent Accounting Firm will be allocated between the Parties based upon the percentage which the portion of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect contested amount not awarded to each party bears to the items and amounts accepted or deemed to have been accepted amount actually contested by either Seller or IDB Buyersuch party, Disputed Items settled by negotiation and Disputed Items finally as determined by the Independent Accountant Arbitrator; such final calculations being Accounting Firm. The Buyer and the "Final Available Cash Allocation")Representative agree to execute, if requested by the following adjustments shall be effected: (i) if any Independent Accounting Firm, a reasonable engagement letter, including customary indemnities in favor of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to SellerIndependent Accounting Firm. (ii) if any For purposes of complying with this Section 2.4, the amounts that were transferred or retained by Purchaser and the Seller Retained Subsidiaries will furnish to the Independent Accounting Firm such work papers and other documents and information relating to the disputed items on a timely delivered Dispute Notice as the Independent Accounting Firm may reasonably request and are available to that party (or its Representatives). A copy of any such work papers and other documents and information provided by a party to the Independent Accounting Firm will be provided concurrently to the other party free of charge. Each party will be afforded the opportunity to present to the Independent Accounting Firm any material related to the disputed items on a timely delivered Dispute Notice and to discuss such items with the Independent Accounting Firm, with any such presentation or discussion to be held in the Estimated Available Cash Allocation were in excess presence of both the corresponding amounts that should have been transferred or retained by Purchaser and the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyerand/or their respective Representatives. Notwithstanding anything herein to the foregoing and contrary, the dispute resolution mechanism contained in this Section 2.4(e) will be the exclusive mechanism for resolving any disputes regarding the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash AmountAdjustment Calculation.

Post-Closing Adjustment. (ai) Within 90 days following If the DBC Net Book Value (calculated using the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Date Balance Sheet")) is less than the Minimum DBC Net Book Value, which then Purchasers shall be prepared in conformity with GAAP applied on a basis consistent with entitled to receive the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and amount by which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure DBC Net Book Value was less than the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for Minimum DBC Net Book Value (“Purchaser Post-Closing Net Book Value Adjustment”). If the purpose of preparing DBC Net Book Value (calculated using the Closing Date Balance Sheets or determining Available CashSheet) is greater than the Minimum DBC Net Book Value, Working Capital and Tangible Common Equity. (b) Following delivery then Sellers shall be entitled to receive the amount by which such DBC Net Book Value was greater than the amount of the Minimum DBC Net Book Value (“Seller Post-Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(aNet Book Value Adjustment”). (cii) For 30 days after If the later delivery of Statutory Surplus Amount is less than the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP Minimum Statutory Surplus Amount (calculated using the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacityClosing Date Balance Sheet), then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection Purchasers shall be made pursuant entitled to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to receive the amount by which the aggregate calculation Statutory Surplus Amount was less than the amount of the Disputed Items Minimum Statutory Surplus Amount (“Purchaser Post- Closing Statutory Surplus Adjustment”). If the Statutory Surplus Amount is greater than the Minimum Statutory Surplus Amount (calculated using the Closing Date Balance Sheet), then Sellers shall be entitled to receive the amount by each which the Statutory Surplus Amount was greater than the amount of them differs from the calculation to be made by the Independent Accountant ArbitratorMinimum Statutory Surplus Amount (“Seller Post-Closing Statutory Surplus Adjustment”). (diii) Any Post-Closing Adjustment shall be due and payable in cash within three (3) Business Days of the date on which the Closing Date Balance Sheet (together with the DBC Net Book Value and the Statutory Surplus Amount) is either accepted or otherwise finally determined pursuant to this Section 2.8 (“Post-Closing Adjustment Payment”). Any Post-Closing Adjustment attributable to NORDIC shall be adjusted by a factor of 0.75 to account for the Moda’s 75% ownership of NORDIC; provided, if Moda’s ownership of NORDIC changes prior to Closing then such adjustment factor shall be revised to reflect such ownership. (iv) If there is Purchasers are owed a referral Post-Closing Adjustment Payment, then at Purchaser Representative’s sole election and upon Purchaser Representative sending a request to Seller Representative, Purchaser Representative and Seller Representative shall promptly deliver to Escrow Agent joint written instructions to the Independent Accountant Arbitrator, each Escrow Agent instructing the Escrow Agent to disburse to Purchasers the full amount or any portion of Seller and IDB Buyer agrees, if requested by such Post-Closing Adjustment Payment from the Independent Accountant Arbitrator, Standard Escrow Amount (with any balance to execute a reasonable engagement letter and shall submit be paid in cash pursuant to clause (iii) above). (v) Notwithstanding anything to the Independent Accountant Arbitrator not later than ten Business Days after its appointmentcontrary contained herein, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller of any Post-Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and Adjustment Payment payable hereunder shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided the limitations set forth in Section 9.9. (e7.4. Any Post-Closing Adjustment Payment made pursuant to this Section 2.8(b) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect shall be treated as an adjustment to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined Purchase Price by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation")parties for Tax purposes, the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained unless otherwise required by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to SellerLaw. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (ai) Within 90 As promptly as practicable, but in no event later than 45 days following the Closing Date, Purchaser shall cause to be prepared in accordance with the Specified Accounting Principles, and delivered to Seller shall prepare and deliver to IDB Buyer a consolidated an unaudited balance sheet of the Seller Retained Subsidiaries Company as of the close of business on the day immediately preceding the Closing (giving effect to the Estimated Available Cash Allocation) Date (the "Seller “Closing Balance Sheet"”), which shall be prepared together with a statement (the “Purchaser Closing Statement”) setting forth in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a reasonable detail Purchaser’s calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, (“Purchaser Working Capital Amount”) and Tangible Common Equity attaching all relevant backup materials and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equityschedules. (bii) Following From and after the delivery of the Seller Closing Balance Sheet and the IDB Buyer Purchaser Closing Balance Sheet and prior to the deadline for delivering a Dispute NoticeStatement, each of Purchaser shall provide Seller and IDB Buyer will provide the other Party and its Representatives any accountants or advisors retained by Seller with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review records of the Business and cause appropriate representatives of Purchaser and Seller to be reasonably available to discuss the Closing Balance Sheet or and the IDB Buyer Purchaser Closing Balance Sheet, as applicable. Each Statement and respond to reasonable questions of Seller and IDB Buyer shall have 45 days after its accountant with regard thereto, all for the later delivery purposes of: (A) enabling Seller and its accountants and advisors to calculate, and to review Purchaser’s calculation of the Seller Closing Balance Sheet or IDB Buyer Working Capital as reflected on the Purchaser Closing Balance Sheet in which to provide Statement; and (B) identifying any dispute related to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in calculation of the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth thereinin the Purchaser Closing Statement. (iii) or If Seller disputes the IDB Buyer calculation of the Closing Working Capital set forth in the Purchaser Closing Statement, then Seller shall deliver a written notice (a “Working Capital Dispute Notice”) to Purchaser and the Escrow Agent during the 30-day period commencing upon receipt by Seller of the Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the Purchaser Closing Statement (the “Review Period”). The Working Capital Dispute Notice shall set forth, in reasonable detail, the principal basis for such the dispute together with such Party's calculation of such item or amount in dispute calculation and Seller’s determination of the Closing Working Capital (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the “Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(aWorking Capital Amount”). (civ) For 30 days after If Seller does not deliver a Working Capital Dispute Notice to Purchaser prior to the later delivery expiration of the Review Period or otherwise earlier confirms in writing to Purchaser Seller’s acceptance of the proposed calculation, Purchaser’s calculation of the Closing Working Capital set forth in the Purchaser Closing Statement shall be deemed final and binding on Purchaser and Seller for all purposes of this Agreement. (v) If Seller delivers a Working Capital Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as Purchaser prior to the Disputed Items; provided that if expiration of the Independent Accountant Arbitrator is unable or unwilling to serve in this capacityReview Period, then Seller and IDB Buyer Purchaser shall within 14 meet, confer and exchange any additional relevant information reasonably requested by the other party regarding the computation of Closing Working Capital for a period of 20 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB BuyerReview Period, and not use reasonable good faith efforts to resolve by independent review, only written agreement (the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator “Agreed Adjustments”) any differences as to the Disputed Items Closing Working Capital. In the event Purchaser and Seller so resolve any such differences, the Purchaser Working Capital Amount set forth in the Purchaser Closing Statement, as adjusted by the Agreed Adjustments shall be final and binding onas the Closing Working Capital for purposes of this Agreement. If Seller and Purchaser are unable to reach agreement on the calculation of the Closing Working Capital within the 20 day period, then either Seller or Purchaser may submit the objections to the San Diego office of KPMG LLP (such firm, or any successor thereto, being referred to herein as the “Designated Accounting Firm”) after such 20th day. The Designated Accounting Firm shall be mutually directed by Purchaser and shall not be subject Seller to appeal byresolve the unresolved objections as promptly as reasonably practicable in accordance with the Specified Accounting Principles, and, in any event, within 30 days of such referral, and, upon reaching such determination, to deliver a copy of its calculations (the “Expert Calculations”) to Seller, Purchaser and the Escrow Agent. In connection with the resolution of any such dispute by the Designated Accounting Firm, each of Purchaser, Seller and IDB Buyer or their respective advisors and accountants shall have a reasonable opportunity to meet with the Designated Accounting Firm to provide their respective views as to any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following disputed issues with respect to the later calculation of the final Closing Working Capital. The determination of the Closing Working Capital made by the Designated Accounting Firm shall be final and binding on Purchaser, Seller and Seller for all purposes of this Agreement, absent manifest error. In calculating the Closing Balance Sheet Working Capital, the Designated Accounting Firm shall be limited to addressing only the particular disputes referred to in the Working Capital Dispute Notice. The Expert Calculations (A) shall reflect in detail the differences, if any, between the Closing Working Capital reflected therein and the calculations of Available Cash and Closing Working Capital set forth thereinin the Purchaser Closing Statement, and (B) with respect to any specific discrepancy or disagreement, shall be no greater than the IDB Buyer higher amount calculated by Purchaser or Seller, as the case may be, and no lower than the lower amount calculated by Purchaser or Seller as the case may be. The fees and expenses of the Designated Accounting Firm shall be paid one-half by Purchaser and one-half by Seller. (vi) If the Closing Balance Sheet (and Working Capital, as finally determined in accordance with this Section 2.04, is less than the calculations of Available Cash and Tangible Common Equity set forth therein) Estimated Closing Working Capital (such items being "final" after giving effect deficiency, a “Shortfall”), then Seller shall promptly pay to Purchaser the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyeramount of such Shortfall. If the Closing Working Capital, Disputed Items settled by negotiation and Disputed Items as finally determined by in accordance with this Section 2.07, is greater than the Independent Accountant Arbitrator; Estimated Closing Working Capital (such final calculations being the "Final Available Cash Allocation"excess, an “Excess”), the following adjustments then Purchaser shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) promptly pay the amount of such excess(es) Excess to Seller. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (ai) Within 90 180 days following after the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer B▇▇▇▇ shall prepare and deliver to Seller a consolidated statement setting forth its good faith calculation of Closing Working Capital (which shall not include, for the avoidance of doubt, the Additional Liability), which statement shall contain an audited balance sheet of IDB Buyer and the IDB Subsidiaries Company as of the Closing Date (without giving effect to the Estimated Available Cash Allocation) transactions contemplated herein), a calculation of Closing Working Capital (the "IDB “Closing Working Capital Statement”) and a certificate executed by the Chief Financial Officer of Buyer stating that the Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be Working Capital Statement was prepared in conformity accordance with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methods as those methodologies (including with respect to reserves) that were used in the preparation of the balance sheet for Interim Financial Statements. If the fiscal year ended December 31Closing Working Capital Statement is not so timely delivered, 2013then the Sellers’ Representative shall be permitted, within fifteen (15) calendar days after such 180th day, to prepare and deliver a written notice to Buyer setting forth the itemized amounts, if any, included in the GFI Financial StatementsEstimated Closing Working Capital calculation that, after giving effect to the Closing, the Sellers’ Representative disputes (such itemized amounts, the “Sellers’ Representative Disputed Amounts” and which shall include a calculation such notice, together with the calculations contained therein, the “Sellers’ Representative Closing Notice”). If the Sellers’ Representative does not deliver such Sellers’ Representative Closing Notice on or prior to such fifteenth (15th) calendar day, then the Estimated Closing Working Capital will be deemed final for all purposes of Available Cash at this Agreement. In the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree event that the purpose of preparing Sellers’ Representative delivers to Buyer such Sellers’ Representative Closing Notice within such fifteen (15) calendar day period, Buyer will have fifteen (15) calendar days to review the Sellers’ Representative Closing Balance Sheets and determining Notice. If Buyer provides written notice to the Available CashSellers’ Representative setting forth the itemized amounts, Working Capital and Tangible Common Equity and if any, included in the related adjustment contemplated by this Sellers’ Representative Disputed Amounts to which Buyer objects, together with supporting documentation relating thereto, within such fifteen (15) calendar day period, then such disputed itemized amounts (but not any other amounts) shall be resolved in accordance with the procedures set forth in Section 2.7 is 3.3(c) mutatis mutandis. Unless Buyer delivers written notice to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications Sellers’ Representative on or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute fifteenth (15th) calendar day after B▇▇▇▇’s receipt of the Sellers’ Representative Closing Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as agreed to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller Sellers’ Representative Closing Notice and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth contained therein) or the IDB Buyer Closing Balance Sheet (and the calculations will be final for all purposes of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Sellerthis Agreement. (ii) if any The post-closing adjustment shall be an amount equal to the Closing Working Capital minus the Estimated Closing Working Capital (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a positive number, Buyer shall pay to Sellers’ Representative (on behalf of Sellers) an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Sellers, severally and not jointly and in accordance with their Pro Rata Portion, shall pay to Buyer the absolute value of the amounts that were transferred or retained by amount equal to the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash AmountPost-Closing Adjustment.

Post-Closing Adjustment. (a) Within 90 days following the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December On or before May 31, 20132014, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet statement setting forth its calculation of IDB Closing Working Capital (the “Closing Working Capital Statement”). The Closing Working Capital Statement prepared by Buyer shall be consistent with the Working Capital Methodology, except with respect to accounts receivables, which shall be determined and calculated in accordance with the IDB Subsidiaries principles set forth in this Section. With respect to Inventory, the Buyer shall conduct an actual physical inventory of the Inventory as of the Closing (giving effect to Date in accordance with the Estimated Available Cash Allocation) physical inventory observation practices and procedures set forth on Schedule 4.4 (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"“Physical Inventory”), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation Closing Working Capital Statement. Seller may observe such Physical Inventory. With respect to accounts receivables, on and as of May 31, 2014, the Buyer, with the assistance of Seller, shall determine the amount collected on the Acquired Receivables, and the actual amount collected under the Acquired Receivables shall be used for purposes of determining the value of the balance sheet for Accounts Receivable on the fiscal year ended December 31Closing Working Capital Statement. Any Acquired Receivable that has not been paid in full as of the date of the Closing Working Capital Statement shall be reconveyed to Seller on a non-recourse basis. Thereafter, 2013collection of such unpaid Acquired Receivable shall be the responsibility of Seller, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on with all such balance sheetproceeds going to Seller. The Parties parties agree that the purpose of preparing the determining Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related purchase price adjustment contemplated by this Section 2.7 4.4 is to measure the amount of Available Cashchanges in working capital, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies different from those set forth in the Working Capital Methodology for the purpose of preparing the Closing Balance Sheets Working Capital Statement or determining Available Cash, Closing Working Capital and Tangible Common EquityCapital. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (a) Within 90 days As soon as practicable following the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet")but in any event within 120 calendar days thereafter, which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated (w) the unaudited balance sheet of IDB Buyer and the IDB Subsidiaries AACR-DR as of the Closing (giving effect to Date, or if such date is not the Estimated Available Cash Allocation) last day of a calendar month, the last day of the then most recently ended calendar month (the "IDB Buyer “Closing Balance Sheet" ”) which shall be prepared using $US and together in accordance with GAAP applied using the same accounting principles, procedures, policies and methods used in preparing the Balance Sheet and used historically by AACR-DR, and a Net Working Capital schedule based thereon setting forth each of the items forming the Net Working Capital as of the Closing Date, or if such date is not the last day of a calendar month, the last day of the then most recently ended calendar month (the “Net Working Capital Adjustment Schedule”), (x) a schedule showing the calculation of the Base Purchase Price (the “Closing Purchase Price Schedule”), (y) a certificate from an executive officer of Buyer, certifying that such schedules have been prepared by Buyer in accordance with the Seller terms hereof and (z) reasonable documentation supporting the amounts and calculations set forth in such schedule. a. The Closing Balance Sheet, the "Net Working Capital Adjustment Schedule and the Closing Balance Sheets"), which Purchase Price Schedule shall be prepared final, binding and conclusive unless Seller notifies Buyer in conformity with GAAP applied on a basis consistent with writing of any disagreement therewith (an “Objection Notice”) within thirty calendar days after its receipt thereof (such period, the preparation of“Objection Period”). During the Objection Period, and using the same accounting methodsfor so long as any dispute set forth in an Objection Notice remains unresolved, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which upon reasonable advance notice Buyer shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of afford Seller and IDB Buyer will provide the other Party and its Representatives advisors with reasonable access during normal business hours to the books and records, personnel and related work papers financial records of Seller or IDB Buyer, AACR-DR so as applicable, in connection with such other Party's to enable their review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicablethe Net Working Capital Adjustment Schedule and Closing Purchase Price Schedule. Each of Seller and IDB Buyer Any Objection Notice shall have 45 days after the later delivery set forth Seller’s calculation of the Seller Closing Balance Sheet Net Working Capital or IDB Buyer Closing Balance Sheet the Base Purchase Price and shall specify in which to provide to the other Party a notice setting forth, in detail, any good faith dispute reasonable detail such items or amounts as to any item or amount reflected in which Seller disagrees and shall state the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis reasons for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item")disagreement. Other than the Disputed Items, each Party Seller shall be deemed to have accepted agreed with all other items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a)Net Working Capital Adjustment Schedule and the Closing Purchase Price Schedule which are not contained in an Objection Notice timely issued during the Objection Period. (c) For 30 days after b. If Seller duly delivers to Buyer an Objection Notice within the later delivery of the Dispute Notice by Seller or IDB BuyerObjection Period, Seller and IDB Buyer shall endeavor in good faith attempt to resolve such disputes, and any written resolution signed by mutual agreement all Disputed Items. IfBuyer and Seller as to any disputed amounts shall be final, for any reason, binding and conclusive. c. If Seller and IDB Buyer are unable to resolve any Disputed Item all disputes reflected in the Objection Notice within thirty calendar days after receipt thereof (or such longer period as Buyer and Seller may mutually agree upon in writing) (the “Resolution Period”) then Seller and Buyer shall promptly thereafter (but no later than five calendar days thereafter) submit the items remaining in dispute for resolution to an independent accounting firm of international reputation, which shall not be a “big four” accounting firm, mutually acceptable to Buyer and Seller (such accounting firm being referred to as the “Accounting Firm”). If Seller and Buyer are unable to agree upon a mutually acceptable Accounting Firm within such 30 five day period, Seller and IDB Buyer the parties shall engage Deloitte & Touche LLP (submit the "Independent Accountant Arbitrator") to make a determination as selection of any Accounting Firm to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules president of the American Arbitration Association, which accounting firm who shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs select an Accounting Firm and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items whose selection shall be final and binding onon Seller and Buyer. The Accounting Firm shall be instructed to deliver to Buyer and Seller a written report setting forth its resolution of all the disputed items submitted to it (and a revised (x) Closing Balance Sheet and Net Working Capital Adjustment Schedule and/or (y) Closing Purchase Price Schedule as a result thereof) as promptly as practicable (but no later than thirty calendar days after accepting its appointment). Absent fraud or manifest error, the determination by the Accounting Firm (and the revised Net Working Capital Adjustment Schedule and/or Closing Purchase Price Schedule resulting therefrom) shall be final, binding and conclusive on the parties as of the date of such resolution, including with respect to the issue as to whether the Accounting Firm had authority under this Section 1.7(d) to resolve such disputes. “Final, binding and conclusive” shall mean that the aforesaid determination and final Net Working Capital Adjustment and/or Base Purchase Price, as the case may be, shall have the same preclusive effect for all purposes as if such determination had been embodied in a final judgment, no longer subject to appeal, entered by a court of competent jurisdiction after full and fair litigation on the merits. Seller and Buyer shall deliver or make available to the Accounting Firm the work papers and back-up materials supporting such party’s calculations relating to the disputed amounts, as requested by the Accounting Firm and to the extent available to Seller, Buyer and their respective Representatives. Seller and Buyer shall be afforded the opportunity to present to the Accounting Firm material related to the unresolved disputes and to discuss the issues with the Accounting Firm pursuant to rules of engagement to be mutually agreed upon, including that there shall be no contact with the Accounting Firm without the presence of a Representative of both Seller and Buyer. The determination of the Accounting Firm shall be limited to the disputed items submitted to it and shall not be subject include any item in the Closing Balance Sheet, the Net Working Capital Adjustment Schedule or the Closing Purchase Price Schedule as to appeal by, which Seller has not disagreed in its Objection Notice or which was resolved by the parties during the Resolution Period. The fees and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later expenses of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments Accounting Firm shall be effected: (i) if any of the amounts that were transferred or retained borne by the IDB Subsidiaries at Closing as provided Buyer and Seller in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay proportion to the amount of the disputed item(s) with respect to which such excess(esparty’s claim was unsuccessful. d. Within five calendar days after the date of determination by the Accounting Firm (or of any earlier resolution by the parties of all disputed issues) or, if Seller did not timely deliver an Objection Notice, within five calendar days after the expiration of the Objection Period: i. if the Initial Purchase Price paid at Closing exceeds the Adjusted Purchase Price, Seller shall pay Buyer an amount equal to the difference between the Initial Purchase Price and the Adjusted Purchase Price, in immediately available funds by wire transfer to an account designated by Buyer; and ii. if the Adjusted Purchase Price exceeds the Initial Purchase Price paid at Closing, Buyer shall pay Seller an amount equal to the difference between the Adjusted Purchase Price and the Initial Purchase Price, in immediately available funds by wire transfer to an account designated by Seller. (ii) if any e. For the purposes of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.this Agreement:

Post-Closing Adjustment. (a) Within 90 ninety (90) days following after the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer Purchaser shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as statement setting forth Purchaser’s proposed calculations of the Working Capital, Closing (giving effect Date Debt and Proration Adjustment, in each case, immediately prior to the Estimated Available Cash Allocation) open of business on the Closing Date (the "IDB Buyer “Closing Balance Sheet" and together with Statement”). The calculation of Working Capital set forth on the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which Statement shall be prepared in conformity accordance with GAAP applied on a basis the Accounting Principles and, to the extent consistent with the preparation ofAccounting Principles, the methodologies, practices and using principles used to prepare the same illustrative calculation of Working Capital set forth on Exhibit F (without regard to any purchase accounting methods, policies, practices, procedures and estimation methods adjustments arising out of the transactions contemplated hereby). Seller shall cooperate as those used reasonably requested in connection with the preparation of the balance sheet for Closing Statement, including, upon the fiscal year ended December 31reasonable prior request of Purchaser, 2013making available to Purchaser such relevant books and records of Seller and shall use its reasonable best efforts to make available (during normal business hours and without interrupting in any material respects the operation of Seller’s business) the appropriate personnel of Seller with knowledge or information relevant to those items. During the thirty (30) days immediately following Seller’s receipt of the Closing Statement, included Seller shall be permitted to review the working papers relating to the Closing Statement and Purchaser will, upon the reasonable prior request of Seller, make available to Seller such other relevant books and records of the Fiber Business and shall use its commercially reasonable efforts to make available (during normal business hours and without interrupting in any material respects the GFI Financial Statements, and which shall include a calculation operation of Available Cash at Purchaser’s business) the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheetappropriate personnel of Purchaser with knowledge or information relevant to those items. The Closing Statement will become final and binding upon the Parties agree that on the purpose thirtieth (30th) day following receipt thereof by Seller unless Seller gives written notice of preparing its disagreement (a “Notice of Disagreement”) to Purchaser prior to such date. The Notice of Disagreement shall specify in reasonable detail the Closing Balance Sheets nature and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the dollar amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equityany disagreement so asserted. (b) Following If a timely Notice of Disagreement is received by Purchaser, then the applicable Closing Statement (as revised in accordance with clause (i) or (ii) below) will become final and binding upon the Parties on the earlier of (i) the date Purchaser and Seller resolve in writing all of the differences they have with respect to the matters specified in the Notice of Disagreement or (ii) the date any matters properly in dispute are finally resolved in writing by the Independent Auditor. During the thirty (30) days immediately following the delivery of a Notice of Disagreement, Purchaser and Seller will consult in good faith to resolve in writing any differences that they may have with respect to any matter specified in the Notice of Disagreement. If Purchaser and Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering resolve some or all of such differences within such thirty (30) day period, they will document their resolution in a Dispute Notice, writing signed by each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicablethem, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", writing will be final and each item or amount binding on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a)Parties. (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after At the end of such 30 thirty (30) day period agree on an alternate independent accounting firm consultation period, if Purchaser and the Seller have not agreed upon the Closing Statement, either Purchaser or Seller may submit any and all matters that remain in default thereof such selection shall be made pursuant to dispute and that were properly included in the rules Notice of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral Disagreement to the Independent Accountant ArbitratorAuditor. The Independent Auditor will work to resolve such disputed matters promptly and, each of Seller and IDB Buyer agreesin any event, if requested by within thirty (30) days from the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit date the dispute is submitted to the Independent Accountant Arbitrator not later than ten Business Days after Auditor. The Parties will cooperate with the Independent Auditor during the term of its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessaryengagement. The Independent Accountant Arbitrator shall act as an arbitrator to determine, Auditor’s determination will be based solely on the materials submitted and presentations by Purchaser and Seller which are in accordance with the guidelines and IDB Buyerprocedures set forth in this Agreement (i.e., and not by on the basis of an independent review, only ). Any item not specifically referred to the Disputed Items that have not been settled Independent Auditor for evaluation shall be deemed final and binding on the Parties. The Independent Auditor will finalize the Closing Statement by negotiation, and its determination selecting with respect to each Disputed Item shall be item in dispute an amount within between or equal to Purchaser’s position as set forth in the range established Closing Statement or Seller’s position as set forth in the Notice of Disagreement. Neither the Parties nor any of their respective Affiliates or Representatives will meet or discuss any substantive matters with the Independent Auditor without Purchaser and Seller and their respective Representatives being present or having the opportunity following at least three (3) Business Days’ notice to be present, either in person or by telephone. All information provide by a Party to the Independent Auditor must be concurrently delivered to all of the Parties. All disputes with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct Statement submitted to the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicableAuditor shall be resolved exclusively by it. The decision/award amount of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or on the IDB Buyer final Closing Balance Sheet (and Statement determined pursuant to this Section 2.7 shall be the calculations “Final Working Capital.” The amount of Available Cash and Tangible Common Equity Closing Date Debt set forth therein) (such items being "final" after giving effect on the final Closing Statement determined pursuant to this Section 2.7 shall be “Final Closing Date Debt.” The Proration Items set forth on the final Closing Statement determined pursuant to this Section 2.7 shall be netted against one another pursuant to the items and amounts accepted or deemed methodology set forth in Section 2.6 to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by determine the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the net amount of such excess(es) to SellerProration Items (such net amount is the “Final Proration Adjustment”). (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (a) Within 90 Promptly after the ----------------------- Closing Date, Seller will prepare and, within 30 days following of the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated calculation of the Cash Portion of the Purchase Price based on a balance sheet of the Seller Retained Subsidiaries relevant items as of the Closing (giving effect to the Estimated Available Cash Allocation) Date (the "Seller Closing Final Balance Sheet"), which together with Supporting Schedules thereto. The Final Balance Sheet shall be prepared in conformity accordance with GAAP generally accepted accounting principles consistently applied on a basis consistent with and as though the preparation ofparties had not consummated the transactions contemplated by this Agreement. Following the Closing, and using either (i) Seller shall pay Buyer an amount equal to the same accounting methodsdecrease, policiesif any, practices, procedures and estimation methods as those used in between the preparation Cash Portion of the balance sheet for Purchase Price as reflected on the fiscal year ended December 31, 2013, included in Final Balance Sheet or the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Adjusted Final Balance Sheet, as the "Closing Balance Sheets")case may be, which shall be prepared in conformity with GAAP applied on a basis consistent as compared with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation Cash Portion of the balance sheet for Purchase Price as reflected on the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or (ii) Buyer shall pay Seller an amount equal to the IDB Buyer Closing increase, if any, between the Cash Portion of the Purchase Price as reflected on the Final Balance Sheet or the Adjusted Final Balance Sheet, as applicable. Each of Seller and IDB Buyer the case may be (the payment referred to in clause (i) or (ii) above shall have 45 days after be referred to as the later delivery "Post-Closing Adjustment") as compared with the Cash Portion of the Seller Purchase Price as reflected on the Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item")Sheet. Other than the Disputed Items, each Party Such payments shall be deemed to have accepted all items and amounts contained in made by wire transfer or certified or bank cashier's check within ten (10) business days of adoption of the Seller Closing Final Balance Sheet or the IDB Buyer Closing notice from the Accounting Firm of the Adjusted Final Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Itemscase may be. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection No payment shall be made pursuant to by either party if the rules Cash Portion of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position Purchase Price as reflected on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet is equal to the Cash Portion of the Purchase Price as reflected on the Final Balance Sheet or IDB Buyer Closing the Adjusted Final Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and case may be entered and enforced as provided in Section 9.9be. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (ai) Within 90 seventy five (75) days following after the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller Representative a consolidated balance sheet statement setting forth its calculation of IDB Buyer Closing Working Capital, Closing PP&E Amount, Closing Cash, Closing Indebtedness (including an itemized list of each such item of Closing Indebtedness and the IDB Subsidiaries as person to whom such item of Closing Indebtedness is owed) and Closing Transaction Expenses (including an itemized list of each such unpaid Transaction Expense and the Closing (giving effect person to whom such expense is owed) together with reasonable documentation supporting the Estimated Available Cash Allocation) basis of all such calculations (the "IDB Buyer “Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"Statement”), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) The post-closing adjustment shall be a net amount (the “Post- Closing Adjustment”) equal to the difference between (A) the Closing Date Payment and (B) the Closing Date Payment if any of (1) Closing Working Capital was substituted for Estimated Closing Working Capital, (2) Closing PP&E Amount was substituted for Estimated Closing PP&E Amount, (3) Closing Cash was substituted for Estimated Closing Cash, (4) Closing Indebtedness was substituted for Estimated Closing Indebtedness and (5) Closing Transaction Expenses was substituted for Estimated Closing Transaction Expenses (the amounts that were transferred or retained “Adjusted Closing Date Payment”). If the Adjusted Closing Date Payment is greater than the Closing Date Payment, as finally determined pursuant to Section 2.04(c), the Post-Closing Adjustment shall be payable by Buyer to Sellers pursuant to Section 2.04(d). If the Seller Retained Subsidiaries Adjusted Closing Date Payment is less than the Closing Date Payment, as provided in finally determined pursuant to Section 2.04(c), the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained Post-Closing Adjustment shall be payable by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall Sellers to Buyer pursuant to Section 2.04(d). (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.c)

Post-Closing Adjustment. (a) Within 90 No later than forty-five (45) days following the Closing Date, Seller the Purchaser shall prepare and deliver to IDB Buyer a consolidated balance sheet the Stockholder Representative the draft closing statement of the Seller Retained Subsidiaries Company as of the Closing (giving effect to the Estimated Available Cash Allocation) Date (the "Seller “Proposed Closing Balance Sheet"Statement”), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as each of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance SheetDate Net Working Capital, the "Working Capital Surplus, if any, the Working Capital Deficit, if any, the Closing Balance Sheets")Cash, which shall the Cash Deficit, if any, the Cash Surplus, if any, the Transaction Expenses, the Expense Overpayment, if any, the Expense Underpayment, if any, the Final Shortfall, if any, and the Final Surplus, if any. The calculation of the foregoing will be prepared in conformity with GAAP applied on a basis consistent accordance with the preparation of, and using the same accounting methods, policies, principles, practices, procedures procedures, classifications and estimation methods as those methodologies (whether with regard to reserves or otherwise) that were used in the preparation of Exhibit 1.1(a) and shall not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheettransactions contemplated by this Agreement. The Parties agree that the purpose of preparing the Proposed Closing Balance Sheets Statement and determining the Available CashClosing Date Net Working Capital, Working Capital Closing Cash and Tangible Common Equity and the related adjustment contemplated by Transaction Expenses pursuant to this Section 2.7 3.6 is to measure changes in Closing Date Net Working Capital, Closing Cash and Transaction Expenses against the amount of Available CashEstimated Closing Date Net Working Capital, Working Capital Estimated Closing Cash and Tangible Common Equity Estimated Transaction Expenses amounts, and such processes are process is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies (whether with regard to reserves or otherwise) for the purpose of preparing the Proposed Closing Balance Sheets Statement or determining Available CashClosing Date Net Working Capital, Working Capital Closing Cash and Tangible Common EquityTransaction Expenses from those utilized by the Company in the preparation of the Estimated Closing Statement. (b) Following delivery The Stockholder Representative shall have thirty (30) days following receipt of the Seller Proposed Closing Balance Sheet Statement (the “Evaluation Period”) during which to notify the Purchaser in writing of any dispute of any item contained in the Proposed Closing Statement, which written notice (the “Notice of Disagreement”) shall set forth in reasonable detail the basis for such dispute. At any time within the Evaluation Period, the Stockholder Representative shall be entitled to agree with any or all of the items set forth in the Proposed Closing Statement. For purposes of the Stockholder Representative’s evaluation of the Proposed Closing Statement, the Purchaser and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will Surviving Corporation shall make available or provide the other Party and its Representatives with reasonable access to the books Stockholder Representative and its Representatives, upon advance notice and during normal business hours, all information, records, personnel data and related work working papers of Seller created or IDB Buyer, as applicable, used in connection with such other Party's review the preparation of the Seller Proposed Closing Balance Sheet Statement; and shall permit reasonable access, upon advance notice and during normal business hours, to the Surviving Corporation’s and its Subsidiaries’ facilities and personnel, as may be reasonably requested by the Stockholder Representative and its Representatives to analyze the Proposed Closing Statement. The Evaluation Period shall be tolled and thereby extended in respect of any delay of the Stockholder Representative’s evaluation by more than five (5) days arising out of any failure of Purchaser or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller Surviving Corporation to (x) timely and IDB Buyer shall have 45 days after the later delivery substantively respond to any reasonable request or (y) act in good faith in respect of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts covenants contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a)foregoing sentence. (c) For 30 days after If the later delivery Stockholder Representative does not deliver a Notice of Disagreement to the Purchaser within the Evaluation Period, or notifies the Purchaser of its agreement with the adjustments in the Proposed Closing Statement prior to the expiration of the Dispute Evaluation Period, the Proposed Closing Statement prepared by the Purchaser shall be deemed to be the Final Closing Statement, and shall be final, conclusive and binding on all Parties. (d) If the Stockholder Representative delivers a Notice by Seller or IDB Buyerof Disagreement to the Purchaser within the Evaluation Period, Seller the Final Closing Statement shall be resolved as follows: (i) The Purchaser and IDB Buyer the Stockholder Representative shall endeavor cooperate in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller such dispute as promptly as possible. (ii) In the event the Purchaser and IDB Buyer the Stockholder Representative are unable to resolve any Disputed Item such dispute within fifteen (15) days (or such 30 day periodlonger period as the Purchaser and the Stockholder Representative shall mutually agree in writing) after delivery to the Purchaser of the Notice of Disagreement, Seller such dispute and IDB Buyer each Party’s work papers related thereto shall engage be submitted to Deloitte & Touche LLP (the "Independent Accountant “Arbitrator"”) for resolution in accordance with this Section 3.6(d)(ii). The Stockholder Representative and the Purchaser shall use reasonable best efforts to cause the Arbitrator to render a written decision resolving the matters submitted to the Arbitrator within thirty (30) days of the making of such submission. The scope of the disputes to be resolved by the Arbitrator shall be limited to whether the items in dispute that were included in the Notice of Disagreement were prepared in accordance with this Agreement and the Arbitrator shall determine, on such basis, whether and to what extent, the Proposed Closing Statement requires adjustment. The Arbitrator is not to make a determination as to any other determinations. The Arbitrator’s decision shall be based solely on written submissions and presentations by the Disputed Items; provided that if Stockholder Representative and the Independent Accountant Arbitrator is unable or unwilling to serve in this capacityPurchaser and their respective Representatives and not by independent review, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant in accordance with the accounting methods, policies, principles, practices, procedures, classifications and estimation methodologies (whether with regard to reserves or otherwise) that were used in the preparation of Exhibit 1.1(a), to the rules extent applicable. The Arbitrator shall address only those items in dispute and may not assign a value greater than the greatest value for such item claimed by either Party or smaller than the smallest value for such item claimed by either Party. Judgment may be entered upon the determination of the American Arbitration Association, Arbitrator in any court having jurisdiction over the Party against which accounting firm shall such determination is to be the "Independent Accountant Arbitrator" hereunderenforced. The fees, costs and expenses of the Independent Accountant Arbitrator will shall be borne by Seller and IDB Buyer in relative proportion to allocated between the amount by which the aggregate calculation Stockholder Representative (on behalf of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicableHolders), on the one hand, and the applicable Dispute NoticePurchaser (or, at its election, the Surviving Corporation), on the other hand. Seller and IDB Buyer shall instruct , in the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award same proportion that the aggregate amount of the Independent Accountant Arbitrator as disputed items submitted to the Disputed Items Arbitrator that is unsuccessfully disputed by each such Party (as finally determined by the Arbitrator) bears to the total amount of such disputed items so submitted. For example, if the Stockholder Representative challenges the calculation of the Proposed Closing Statement by an amount of One Hundred Thousand Dollars ($100,000), but the Arbitrator determines that the Stockholder Representative has a valid claim for only Forty Thousand Dollars ($40,000), the Purchaser (or, at its election, the Surviving Corporation) shall be final bear forty percent (40%) of the fees and binding onexpenses of the Arbitrator and the Holders shall bear the other sixty percent (60%) of such fees and expenses, with the Holders portion of such fees and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9expenses paid solely out of the Stockholder Representative Reserve. (e) No later than 30 days following The Purchaser and the later Stockholder Representative jointly shall revise the Proposed Closing Statement and the calculation of Closing Date Net Working Capital, the Working Capital Surplus, if any, the Working Capital Deficit, if any, the Closing Cash, the Cash Deficit, if any, the Cash Surplus, if any, the Transaction Expenses, the Expense Overpayment, if any, the Expense Underpayment, if any, the Final Shortfall, if any, and the Final Surplus, if any, as appropriate to reflect the resolution of the final determination of Stockholder Representative’s objections (as agreed upon by the Seller Closing Balance Sheet (Purchaser and the calculations of Available Cash and Working Capital set forth therein) Stockholder Representative or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally as determined by the Independent Accountant Arbitrator; ) and deliver it to the Stockholder Representative within ten (10) days after the resolution of such final calculations being objections. Such revised Proposed Closing Statement shall be the "Final Available Cash Allocation"Closing Statement, and shall be final, conclusive and binding on all Parties. (f) To the extent there is a Final Shortfall on the Final Closing Statement, the Purchaser shall be entitled to recover the amount of the Final Shortfall solely from the Working Capital Escrow Fund in accordance with the Escrow Agreement. (g) To the extent there is a Final Surplus on the Final Closing Statement, the Purchaser shall pay the Paying Agent, on behalf of the Holders or, in the case of the Option Holders, the Purchaser shall pay to the Company for the benefit of the Option Holders (in accordance with their Pro Rata Percentages), the following adjustments shall be effected: (i) if any amount of the amounts that were transferred Final Surplus by wire transfer of immediately available funds within five (5) Business Days after the Purchaser’s delivery of the Final Closing Statement to the Stockholder Representative to an account or retained accounts designated by the IDB Subsidiaries at Closing as provided Paying Agent. Upon such payment, Paying Agent shall disburse promptly such amount to the Holders in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Selleraccordance with their Pro Rata Percentages. (iih) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the If there is no Final Available Cash AllocationShortfall and no Final Surplus, then Seller no further adjustments or payments shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amountmade.

Post-Closing Adjustment. (a) Within 90 days following The Seller will complete by December 30, 1999 a physical count of the Inventory which Buyer will have the opportunity to observe and during which Buyer or Buyer's accountant will conduct test counts, and will agree on the Closing Date Working Capital Amount prior to Closing. This agreement will be evidenced by a letter substantially in the form of Exhibit G. In connection therewith, Seller will deliver to Buyer a list of (i) the Inventory, (ii) the Accounts Receivable at December 30, 1999 and (iii) the Accounts Payable at December 30, 1999, certified by Seller as a true and correct listing of the Inventory, Accounts Receivable and Accounts Payable on Seller's books and records. After the Closing Date, Seller shall prepare Buyer and deliver its accountants will be permitted to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as conduct an audit of the Closing (giving effect Date Working Capital Amount for the purpose of determining whether any adjustment is necessary to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet")Date Working Capital Amount, which shall be prepared in conformity accordance with GAAP applied on a basis generally accepted accounting principles and consistent with the preparation ofSeller's past practices. As promptly as possible, and using the same accounting methodsbut in any event, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 within forty-five (45) days following after the Closing Date, IDB the Buyer shall prepare and will deliver to the Seller a consolidated balance sheet schedule (the "Adjustment Schedule") setting forth its calculation of IDB Buyer the Working Capital Amount and the IDB Subsidiaries difference between (i) the Closing Date Working Capital Amount and (ii) the Working Capital Amount as calculated by Buyer (such difference the "Working Capital Adjustment"), together with an explanation in reasonable detail of the reasons for and the amount of Buyer's proposed Working Capital adjustment. The Seller shall have the right to observe and comment upon the preparation of such schedule. The failure of Buyer to deliver the Adjustment Schedule in a timely manner shall constitute Buyer's acceptance of the Closing Date Working Capital Amount as the Working Capital Amount. Within seven (giving effect 7) days after delivery of the Adjustment Schedule, the Seller may notify the Buyer in writing that such schedule does not, in its opinion, fairly state the Working Capital Adjustment in accordance with the provisions of this Agreement, setting forth in reasonable detail the respects in which it fails to do so. In the Estimated Available Cash Allocationevent that the Seller and Buyer are unable to resolve any dispute so raised within thirty (30) days after delivery of the Adjustment Schedule, they shall appoint a "big five" accounting firm acceptable to both of them, whose expenses will be shared equally by the Seller and the Buyer (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance SheetsIndependent Accounting Firm"). The Independent Accounting Firm shall, which as promptly as possible, determine the items in dispute. The determination of the Working Capital Adjustment by such Independent Accounting Firm shall be prepared made in conformity with GAAP applied a writing delivered to both parties and shall be conclusive and binding on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equityparties. (b) Following Within five (5) days after delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller report by such Independent Accounting Firm or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later settlement of any dispute or within ten (10) days following delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forthAdjustment Schedule if no dispute exists, in detail, any good faith dispute as to any item or amount reflected in payment shall be made (i) by the Seller Closing Balance Sheet (including if the calculations of Available Cash and Working Capital set forth thereinAdjustment is a positive number, or (ii) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a)Buyer if the Working Capital Adjustment is a negative number. (c) For 30 days after purposes of calculating the later delivery of Closing Date Working Capital, the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, Working Capital Amount and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation")Adjustment, the following adjustments term "Working Capital" shall be effected: mean the sum of (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash AllocationInventory, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. and (ii) if any the Accounts Receivable, less (iii) the Accounts Payable of the Business (including in each case CHP), as of December 30, 1999. The parties agree that the Working Capital of CHP will be valued in United States dollars, and that the conversion into U.S. dollars of any amounts that were transferred or retained reflected on CHP's books and records in Canadian dollars shall be accomplished by using the Seller Retained Subsidiaries as provided cross-exchange rate for conversion of Canadian dollars into United States dollars appearing in the Estimated Available Cash Allocation were in excess "Markets Diary" section of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash AllocationThe Wall Street Journal on December 30, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount1999.

Post-Closing Adjustment. (a) Within 90 days As promptly as practicable following the Closing Date (but in no event later than 15 Business Days after the Closing Date), Seller’s Accountants shall prepare a closing balance sheet reflecting only the Assets and Assumed Liabilities of the Business immediately prior to the Effective Time (the “Proposed Closing Balance Sheet”) and reflecting the Net Working Capital as of such time, prepared through full and consistent application of the conventions and procedures used by Seller in preparation of the Statement Date Net Asset Statement and provided, further, that the assets procured by Seller pursuant to Section 6.9 shall be reflected on such balance sheet at their actual documented invoice price. Upon completion of the Proposed Closing Balance Sheet, Seller shall promptly deliver the same to Veritek with a notice (the “Notice of Adjustment”) setting forth its proposed adjustment, if any, as contemplated hereby. During the preparation of and after the completion of the Proposed Closing Balance Sheet until the Final Determination Date, Seller shall prepare provide Veritek and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the Closing (giving effect its advisors with timely access to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet")work papers, which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, trial balances and using the same accounting methods, policies, practices, procedures and estimation methods as those similar materials used in connection with the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Proposed Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery receipt of the Seller Notice of Adjustment, Veritek shall have 20 Business Days (the “Twenty-Day Period”) to review the Proposed Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to Notice of Adjustment. At or before the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review end of the Seller Closing Balance Sheet or Twenty-Day Period, Veritek will either (A) accept the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Proposed Closing Balance Sheet in which its entirety or (B) deliver to provide to Seller a written notice (the other Party “Objection Notice”) containing a notice setting forth, in detail, any good faith dispute as to any item or amount reflected reasonably detailed written explanation of those items in the Seller Proposed Closing Balance Sheet (including which Veritek disputes, in which case the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party items identified by Veritek shall be deemed to have accepted all items and amounts contained be in dispute. If Veritek delivers the Seller Closing Balance Sheet or Objection Notice in a timely manner, then, within ten Business Days from the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery end of the Dispute Notice by Seller or IDB BuyerTwenty -Day Period the parties and, Seller and IDB Buyer shall endeavor if desired, their accountants, will attempt to resolve in good faith to resolve by mutual any disputed items and reach a written agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator"“Settlement Agreement”) with respect thereto. Failing such resolution, the unresolved disputed items will promptly be referred for final binding resolution to make a determination as nationally recognized auditing firm other than Square ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, LLP, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or any auditor of a Buyer or Seller, reasonably acceptable to Veritek and Seller, each acting in good faith (the Disputed Items; provided that if “Accountant”), the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs fees and expenses of the Independent Accountant Arbitrator will which shall be borne equally by Seller Veritek and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, Parent on the one hand, and the applicable Dispute NoticeSeller, on the other handhand and in such case the Closing Balance Sheet will be as determined by the Accountant. Such determination (the “Accountant’s Determination”) shall be (A) in writing, (B) furnished to Veritek and Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of practicable after the Independent Accountant Arbitrator as items in dispute have been referred to the Disputed Items shall be final Accountant, (C) made in accordance with GAAP and binding on, (D) nonappealable and shall not be subject to appeal byincontestable by Veritek, Seller and IDB Buyer or each of their respective Affiliates and successors and not subject to collateral attack for any other Person, and may be entered and enforced as provided in Section 9.9reason. (ec) No later than 30 days following If the later of Net Working Capital as reflected on the final determination of the Seller Closing Balance Sheet (is greater than $8,350,000 or if the Gross Property, Plant and Equipment as reflected on the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet is more than $4,186,000 (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the aggregate amount of such excess(es) excess being referred to herein as the “Underpayment”), then Veritek or Parent will not make any payment to Seller. . If the Net Working Capital as reflected on the Closing Balance Sheet is less than $8,350,000 or if the Gross Property, Plant and Equipment as reflected on the Closing Balance Sheet is less than $4,186,000 (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the aggregate amount of such excess(es) deficiencies being referred to IDB Buyer. Notwithstanding herein as the foregoing and for “Overpayment”), then within five Business Days following the avoidance Final Determination Date, Seller shall deliver the Overpayment to Veritek by wire transfer of doubt, in no event shall Seller be required to pay an amount in excess immediately available funds at the direction of the Excess Cash AmountVeritek.

Post-Closing Adjustment. (a) Within 90 45 days following after the Closing DateDate (as defined in Section 1.7), Seller the Buyer shall prepare and deliver to IDB Buyer the Seller a consolidated balance sheet of the Seller Retained Subsidiaries Corporation as of the Closing (giving effect to the Estimated Available Cash Allocation) opening of business on February 15, 1999 (the "Seller Closing Date Balance Sheet"), which ) prepared by the Buyer. The fees and expenses of the audit shall be paid by Buyer. Such balance sheet shall be prepared in conformity accordance with GAAP applied on generally accepted accounting principles consistently applied, with the inventory value determined in a basis manner consistent with the preparation of, Latest Balance Sheet and using the same accounting methods, policies, practices, procedures and estimation methods as those used provided in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which this Section 1.6. There shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts be accrued on such balance sheet. Within 90 days following the Closing Date, IDB Buyer Date Balance Sheet an expense related to certain equipment repairs with respect to the B-axis on the Mazak #1 and #2 machines. Such expense shall prepare and deliver to Seller be determined by quote from Mazak. The inventory reflected on the Closing Date Balance Sheet shall be determined by a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries physical inventory taken as of the start of business on the Closing (giving effect Date and observed by the representatives of the Buyer and Seller. The inventory will be valued at the lower of cost or market and shall consist of material, hardware and subcontract costs at their historical invoiced value; plus labor costs applied at a total hourly rate of $34.38 for work-in-progress and finished goods. The only inventory set forth on the Closing Date Balance Sheet shall be raw materials, work-in-progress and finished goods inventory for which there are current orders from customers or forecasted orders from Rockwell Air Transport, or included on Rockwell's annual purchase agreement. All other inventory shall be excluded and "Obsolete and Slow Moving Inventory." Obsolete and Slow Moving Inventory shall be subject to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation terms of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity6.13. (b) Following delivery of If the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior has any objections to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Date Balance Sheet, as applicable. Each of Seller and IDB he shall deliver to the Buyer shall have 45 a statement describing such objections within 15 days after the later delivery Seller's receipt of the Seller Closing Date Balance Sheet. If no objections are received within such 15 day period, the Closing Date Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed accepted by Seller. Buyer and Seller shall use reasonable efforts to have accepted all items resolve any objections received during such 15 day period. In the event Buyer and amounts contained in Seller are unable to resolve such objections within a 15-day period following receipt by Buyer of Seller's objections, the Buyer and Seller Closing Balance Sheet or shall, within ten days after such 15-day period, select a mutually acceptable nationally recognized accounting firm to resolve any remaining objections. The determination of such accounting firm shall be made within 30 days of the IDB selection of such accounting firm and shall be conclusive and binding upon the parties hereto. The fees and expenses of such accounting firm shall be shared equally by Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a)and Seller. (c) For 30 days after If the later delivery aggregate book value of the Dispute Notice by Seller or IDB BuyerCorporation, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position reflected on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Date Balance Sheet, as applicablefinally determined, is greater than the aggregate book value of the Corporation as reflected on the one handLatest Balance Sheet, less $191,990, the Purchase Price shall be adjusted upward by such amount and a corresponding adjustment to the applicable Dispute NoticeNote shall be made as of the Closing. In the event the aggregate book value of the Corporation, as reflected on the other hand. Seller Closing Date Balance Sheet, as finally determined, is less than the aggregate book value of the Corporation as reflected on the Latest Balance Sheet, less $191,990, the Purchase Price shall be adjusted downward by such amount and IDB Buyer a corresponding adjustment to the Note shall instruct be made as of the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicableClosing. The decision/award finalization of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and Closing Date Balance Sheet shall not be subject to appeal by, Seller and IDB affect any rights or remedies of Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following under this Agreement. In the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were event a downward adjustment is in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the principal amount of the Note, such excess(esexcess shall be paid by Seller to Buyer within five (5) to Seller. (ii) if any days of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount final determination of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amountadjustment.

Post-Closing Adjustment. (a) Within 90 As soon as possible but in any event within forty-five (45) days following the Closing Date, Seller Buyers shall prepare and deliver to IDB Buyer the Sellers a consolidated balance sheet of the Seller Retained Subsidiaries Company as of the close of business on the Closing (giving effect to the Estimated Available Cash Allocation) Date (the "Seller “Closing Balance Sheet"”), which will include Buyers’ calculation of the Company’s actual Net Working Capital as of the close of business on the Closing Date (the “Closing Working Capital”) and a certificate based on such Closing Balance Sheet setting forth Buyer’s calculation of the Closing Working Capital Adjustment (as defined in Section 2.04(b) (such Closing Balance Sheet, statement of Net Working Capital, and certificate, collectively, are referred to herein as, the “Closing Statement”). The Closing Balance Sheet shall be prepared in conformity accordance with GAAP applied on a basis GAAP, consistent with the preparation of, and using the same accounting methodspractices, policies, practicesestimates, assumptions and procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheetBase Balance Sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as The preparation of the Closing Statement shall be for the sole purpose of determining the Closing Working Capital Adjustment. The Sellers and its accountants and advisors shall be given full access to all of the Company’s books and records for purposes of evaluating the accuracy and completeness of the Closing Statement. The Sellers shall have twenty (giving effect 20) Business Days following their receipt of the Closing Statement (the “Review Period”) to review the same. On or before the expiration of the Review Period, the Sellers shall deliver to Buyers a written statement accepting or objecting to the Estimated Available Cash Allocation) Closing Statement (the "IDB Buyer “Sellers Statement”). If the Sellers object to the Closing Balance Sheet" and together with the Seller Closing Balance SheetStatement, the "Closing Balance Sheets"), which Sellers Statement shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation include an itemization of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity Sellers’s objections and the related adjustment contemplated by this Section 2.7 is reasons therefore. If the Sellers do not deliver the Sellers Statement to measure Buyer within the amount of Available CashReview Period, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party Sellers shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a)Statement. (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (a) Within 90 days following Not later than the third Business Day after the date on which Final Net Working Capital, Final Closing DateCash Balance, Final Company Debt and Final Selling Expenses are finally determined pursuant to Section 2.3(c), Seller and Buyer shall prepare jointly determine the amount the Estimated Closing Date Consideration would have been (the “Adjusted Closing Date Consideration”) had Final Net Working Capital, Final Closing Cash Balance, Final Company Debt and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries Final Selling Expenses been substituted for Estimated Net Working Capital, Estimated Closing Cash Balance, Estimated Company Debt and Estimated Selling Expenses as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common EquityClosing. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of If the amounts that were transferred or retained by the IDB Subsidiaries at Adjusted Closing as provided in Date Consideration is greater than the Estimated Available Cash Allocation were Closing Date Consideration (such excess, the “Price Increase”), then, within two (2) Business Days from the date on which the Adjusted Closing Date Consideration is determined in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocationaccordance with this Section 2.3(e), then IDB Buyer shall (pay or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to be paid to Seller, by wire transfer of immediately available funds, an amount in cash equal to the Price Increase. (ii) if any of If the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in Adjusted Closing Date Consideration is less than the Estimated Available Cash Allocation were Closing Date Consideration (such deficit, the “Price Decrease”), then, within two (2) Business Days from the date on which the Adjusted Closing Date Consideration is determined in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocationaccordance with this Section 2.3(e), then Seller shall (pay or shall cause the applicable Seller Retained Subsidiaries to) pay the amount to be paid to Buyer, by wire transfer of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubtimmediately available funds, in no event shall Seller be required to pay an amount in excess of cash equal to the Excess Cash AmountPrice Decrease. (iii) If the Adjusted Closing Date Consideration is equal to the Estimated Closing Date Consideration, then no adjustment shall be made to the consideration payable hereunder pursuant to this Section 2.3(e).

Post-Closing Adjustment. (ai) Within 90 ninety (90) days following after the Closing Date, Seller Seller, acting pursuant to the Transition Services Agreement, shall prepare and deliver to IDB Buyer a statement (the “Closing Working Capital Statement”), certified by the chief financial officer of Seller, setting forth its calculation of Closing Working Capital, which statement shall contain an unaudited consolidated balance sheet of the Seller Retained Subsidiaries Company as of the Closing Date (without giving effect to the Estimated Available Cash Allocation) (transactions contemplated herein). The Closing Working Capital Statement and the "Seller Closing Balance Sheet"), which determinations and calculations contained therein shall be prepared calculated in conformity with GAAP applied on a basis consistent accordance with the preparation of, Accounting Principles and using in the same accounting methods, policies, practices, procedures and estimation methods manner as those used set forth in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Sample Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as Statement. (ii) After receipt of the Closing Working Capital Statement, Buyer shall have thirty (giving effect to the Estimated Available Cash Allocation30) days (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing “Review Period”) to review the Closing Balance Sheets and determining the Available Cash, Working Capital Statement. During the Review Period, Buyer and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable Buyer’s Accountants shall have full access to the books and recordsrecords of the Company, the personnel of, and related work papers prepared by, Seller and/or Seller’s Accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Seller’s possession or under Seller’s control) relating to the Closing Working Capital Statement as Buyer may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of Seller or IDB Buyer, as applicable, in connection with such other Party's review the Company. (iii) On or prior to the last day of the Seller Closing Balance Sheet or the IDB Review Period, Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide may object to the other Party Closing Working Capital Statement by delivering to Seller a notice written statement setting forth, forth Buyer’s objections in reasonable detail, any good faith dispute as to any indicating each disputed item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute Buyer’s disagreement therewith (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"“Statement of Objections”). Other than If Buyer fails to deliver the Disputed ItemsStatement of Objections before the expiration of the Review Period, each Party the Closing Working Capital Statement and the Closing Working Capital reflected in the Closing Working Capital Statement shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Buyer. If Buyer delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by shall negotiate in good faith to resolve such objections within 30 days after the Independent Accountant Arbitrator; such final calculations being delivery of the "Final Available Cash Allocation"Statement of Objections (the “Resolution Period”), and, if the following adjustments same are so resolved within the Resolution Period, the Closing Working Capital and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Sellerfinal and binding. (iiiv) if any If Seller and Buyer fail to reach an agreement with respect to all of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided matters set forth in the Estimated Available Cash Allocation were in excess Statement of Objections before expiration of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash AllocationResolution Period, then any amounts remaining in dispute (“Disputed Amounts”, and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to an impartial nationally recognized firm of independent certified public accountants other than Seller’s Accountants or Buyer’s Accountants to be appointed by mutual agreement of Buyer and Seller (the “Independent Accountants”) who, acting as experts and not arbitrators, shall (or shall cause resolve the applicable Seller Retained Subsidiaries to) pay Disputed Amounts only and make any adjustments to the amount of such excess(es) to IDB BuyerClosing Working Capital and the Closing Working Capital Statement. Notwithstanding the foregoing and for For the avoidance of doubt, the Independent Accountants shall only consider and have authority to resolve the Disputed Amounts and shall have no other rights or obligations with respect to any Undisputed Amounts, including but not limited, audit rights. The parties hereto agree that all adjustments shall be made in accordance with the Accounting Principles and without regard to materiality. The Independent Accountants shall only decide the specific items under dispute by the parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Statement of Objections, respectively, the difference between which, in the aggregate, shall be referred to as the “Disputed Amount Range”. (v) Buyer and Seller shall each bear fifty percent (50%) of all fees and expenses of the Independent Accountants; provided, that, if the Independent Accountants determine the Disputed Amounts to be within ten percent (10% measured by the Disputed Amount Range) of Buyer’s calculations as set forth of the Statement of Objections, then Seller shall be responsible for all of the fees and expenses of Independent Accountants, and if the Independent Accountants determine the Disputed Amounts to be within ten percent (10% measured by the Disputed Amount Range) of the calculations set forth in the Closing Working Capital Statement, then Buyer shall bear all fees and expenses of the Independent Accountants. For purposes of clarification, if the Disputed Amount Range is $500,000 and the Independent Accountants’ determination of the Disputed Amounts is within $50,000 of the amounts reflected in the Statement of Objections, then the Seller shall be responsible for all of the fees of the Independent Accountants. If the Independent Accountants’ determination of the Disputed Amounts is within $50,000 of the amounts reflected in the Closing Working Capital Statement, then the Buyer shall be responsible for all of the fees of the Independent Accountants. (vi) The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Closing Working Capital shall be conclusive and binding upon the parties hereto. (vii) No later than five (5) Business Days after the expiration of the Review Period if Buyer does not dispute any items in the Closing Working Capital Statement or, if Buyer disputes items in the Closing Working Capital Statement, after all Disputed Items have been resolved in accordance with the provisions of this Section 2.04(b): (A) if the Closing Working Capital is neither greater than the Working Capital Cap nor less than the Working Capital Threshold, and no event adjustment was effected pursuant to Section 2.04(a)(ii), then no amount shall be payable after Closing in respect of the Closing Working Capital; (B) if the Closing Working Capital is neither greater than the Working Capital Cap nor less than the Working Capital Threshold, and a Price Adjustment Increase was effected pursuant to Section 2.04(a)(ii), then Seller be required shall pay to pay Buyer an amount in excess equal to such Price Adjustment Increase; (C) if the Closing Working Capital is neither greater than the Working Capital Cap nor less than the Working Capital Threshold, and a Price Adjustment Decrease was effected pursuant to Section 2.04(a)(ii), then Buyer shall pay to Seller an amount equal to such Price Adjustment Decrease; (D) if the Closing Working Capital is greater than the Working Capital Cap, and no adjustment was effected pursuant to Section 2.04(a)(ii), then Buyer shall pay to Seller an amount equal to the difference between the Closing Working Capital and the Working Capital Cap; (E) if the Closing Working Capital is less than the Working Capital Threshold, and no adjustment was effected pursuant to Section 2.04(a)(ii), then Seller shall pay to Buyer an amount equal to the difference between the Closing Working Capital and the Working Capital Threshold; (F) if the Closing Working Capital is greater than the Working Capital Cap and a Price Adjustment Increase was effected pursuant to Section 2.04(a)(ii), then an amount equal to the result obtained by subtracting (x) the Price Adjustment Increase from (y) an amount equal to the difference between the Closing Working Capital and the Working Capital Cap, shall be paid (1) by Buyer to Seller if such amount is a positive number, or (2) by Seller to Buyer, if such amount is a negative number; (G) if the Closing Working Capital is greater than the Working Capital Cap and a Price Adjustment Decrease was effected pursuant to Section 2.04(a)(ii), then an amount equal to the sum of (x) the Excess Cash AmountPrice Adjustment Decrease plus (y) an amount equal to the difference between the Closing Working Capital and the Working Capital Cap, shall be paid by Buyer to Seller; (H) if the Closing Working Capital is less than the Working Capital Threshold and a Price Adjustment Decrease was effected pursuant to Section 2.04(a)(ii), then an amount equal to the result obtained by subtracting (x) the Price Adjustment Decrease from (y) an amount equal to the difference between the Closing Working Capital and the Working Capital Threshold, shall be paid (1) by Seller to Buyer if such amount is a negative number, or (2) by Buyer to Seller if such amount is a positive number; (I) if the Closing Working Capital is less than the Working Capital Threshold and a Price Adjustment Increase was effected pursuant to Section 2.04(a)(ii), then Seller shall pay to Buyer an amount equal to the sum of (x) the Price Adjustment Increase plus (y) an amount equal to the difference between the Closing Working Capital and the Working Capital Threshold. All payments under this Section 2.04(b) shall be made by wire transfer of immediately available funds.

Post-Closing Adjustment. (a) Within 90 45 days following after the Closing Date, Buyer shall cause to be prepared and delivered to Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet statement (the “Closing Statement”), setting forth (i) the aggregate Net Working Capital (Adjusted) of the Seller Retained Subsidiaries ProjectCos as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet")Effective Time, which may be positive or negative, (ii) the Closing Indebtedness and (iii) the Adjusted Purchase Price resulting therefrom, together with materials showing in reasonable detail Buyer’s support and computations for the amounts included in the Closing Statement. The Closing Statement shall be prepared consistently with Disclosure Schedule 1.1, in conformity accordance with GAAP GAAP, as historically applied on a basis consistent with by Seller and the preparation ofProjectCos, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation applicable provisions of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common EquityAgreement. (b) Following delivery Buyer shall provide Seller and its representatives with reasonable access during normal business hours to the relevant records, personnel and work papers of Buyer and the ProjectCos used to prepare the Closing Statement to assist in Seller’s review of the Closing Statement and Buyer’s proposed calculations of Net Working Capital (Adjusted), Closing Indebtedness and Adjusted Purchase Price set forth therein (collectively, the “Final Calculations”) as reasonably requested by Seller to assist with Seller’s review of the Closing Balance Sheet Statement. If Seller disputes any of the Final Calculations as calculated by Buyer and set forth on the Closing Statement, within 30 days after Seller’s receipt of Buyer’s proposed Closing Statement and Final Calculations, Seller shall deliver to Buyer a written notice (a “Notice of Dispute”) setting forth in reasonable detail any changes or adjustments that Seller proposes to make to the Closing Statement or the Final Calculations. Seller’s failure to deliver a Notice of Dispute by the expiration of such 30 day period shall be deemed an acceptance by Seller of the Closing Statement and the IDB Final Calculations as submitted by Buyer. (c) In the event that Seller delivers to Buyer Closing Balance Sheet a Notice of Dispute, Buyer and prior Seller shall promptly consult and cooperate with each other in good faith with respect to the deadline for delivering a specified points of disagreement in an effort to resolve the dispute and upon such resolution, if any, any adjustments to the Closing Statement or Final Calculations shall be made as agreed upon by Seller and Buyer in writing. If any such dispute cannot be resolved by Buyer and Seller within 30 calendar days after Buyer receives the Notice of Dispute, Buyer and Seller shall jointly refer the dispute to the Independent Accounting Firm, as an expert to finally resolve, as soon as practicable, and in any event within 45 calendar days after such reference, all remaining points of disagreement stated in the Notice of Dispute Noticewith respect to the Final Calculations reflected on the Closing Statement. For purposes of making such determination, each of Seller and IDB Buyer will provide shall submit a proposed calculation of the other Party Final Calculations and its Representatives a written presentation in support of their respective calculations (each, a “Submission”). Each Party’s Submission must (i) in the case of Buyer, be consistent with reasonable access (including as to the books line items included and recordsamounts stated for each line item) the Closing Statement and (ii) in the case of Seller, personnel be consistent with the Notice of Dispute (including as to the line items included and related amounts stated for each line item); provided, that the foregoing may be modified to the extent provided in any written agreement of Buyer and Seller to reflect the resolution of any dispute prior to submission to the Independent Accounting Firm. The Independent Accounting Firm (i) shall apply the terms of this Section 2.4, (ii) may not assign a value to any item greater than the highest value claimed for such item or less than the lowest value claimed for such item by either Buyer or Seller in such Party’s Submission, (iii) shall restrict its decision to such items included in the Notice of Dispute which are then in dispute, and (iv) subject to the immediately following sentence, may review only (x) the terms of this Agreement and (y) the Submissions of Buyer and Seller provided pursuant to the following sentence in resolving any matter which is in dispute. Buyer and Seller shall each furnish the Independent Accounting Firm with such work papers of Seller or IDB Buyerand other documents and information relating to the disputed issues as the Independent Accounting Firm shall request, as applicableand, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheetsubject to Section 5.2, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide copies to the other Party a notice setting forthof any work papers, documents and information so furnished to the Independent Accounting Firm. Each of the Parties shall bear its own expenses in detail, any good faith dispute as to any item or amount reflected in connection with producing its Submission and preparing and conducting the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered review by the other Party pursuant to Section 2.7(a). (c) For 30 days after Independent Accounting Firm; provided, that the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs fees and expenses of the Independent Accountant Arbitrator will Accounting Firm incurred in connection with the review of the Closing Statement and the Final Calculations shall be borne allocated between Buyer and Seller by Seller and IDB Buyer the Independent Accounting Firm in relative proportion to the amount by which extent either of such Parties did not prevail on items in dispute with respect to the aggregate calculation Final Calculations reflected on the Closing Statement; provided, that such fees and expenses so allocated shall not include, so long as a Party complies with the procedures of this Section, the Disputed Items by each of them differs from the calculation to be made other Party’s outside counsel or accounting fees. All determinations by the Independent Accountant ArbitratorAccounting Firm shall be final, conclusive and binding with respect to the Final Calculations and the allocation of expert fees and expenses, in the absence of fraud or manifest error. The earliest to occur of (i) the date upon which an agreement between Buyer and Seller with respect to the Final Calculations is reached, (ii) 30 days following the date the Closing Statement is delivered, if Seller fails to deliver a Notice of Dispute by such date and (iii) receipt of the determination of the Independent Accounting Firm pursuant to this Section 2.4(c) is herein called the “Final Settlement Date.” The Adjusted Purchase Price calculated using the Net Working Capital (Adjusted) and Closing Indebtedness as finally determined pursuant to this Section 2.4 is referred to herein as the “Final Purchase Price.” (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in Purchase Price is greater than the Final Available Cash AllocationPurchase Price, then IDB Seller shall pay to Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(esdifference, within ten (10) to Seller. (ii) if any of Business Days after the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in Final Settlement Date. If the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in Purchase Price is less than the Final Available Cash AllocationPurchase Price, then Buyer shall pay to Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(esdifference, within ten (10) to IDB BuyerBusiness Days after the Final Settlement Date. Notwithstanding the foregoing and for the avoidance of doubtUnless otherwise agreed, payment shall be made by wire transfer in no event shall Seller be required to pay an amount in excess of the Excess Cash Amountimmediately available funds.

Post-Closing Adjustment. (a) Within 90 days following As soon as practicable, but in no event later than March 31, 2003, Buyer shall deliver to Seller a calculation of the Closing Working Capital (the “Closing Working Capital Statement”), the Closing Net Indebtedness (the “Closing Net Indebtedness Statement”), the Franchisee Adjustment Amount (the “Franchisee Adjustment Amount Statement”), the Capex Payables (the “Capex Payables Statement”) and the Capex Adjustment (the “Capex Statement”, together with the Closing Working Capital Statement, the Closing Net Indebtedness Statement, the Franchisee Adjustment Amount Statement and the Capex Payables Statement, the “Calculation”). The Calculation shall also set forth the amount, if any, by which the calculation of the Cash Purchase Price differs from the Estimated Cash Purchase Price. The Calculation shall be set forth in sufficient detail to permit Seller to make any objections it may seek to have. Buyer shall cause a full closing of the financial statements in respect of the Company and its Subsidiaries to occur for the period from July 1, 2002 to the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of calculated on the Seller Retained Subsidiaries as of basis that the Closing (giving effect was effective at 11:59 p.m. on the day prior to the Estimated Available Cash Allocation) Closing Date as if such date were a fiscal year end and such that the unaudited financial statements produced with respect to the period ended on the day prior to the Closing Date are similar in all material respects to the U.K. GAAP Company Financial Statements (the "“Closing Date Financial Statements”). Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation ofshall, and using shall cause Diageo and its Affiliates, to provide Buyer with reasonable access to data within its control to the same accounting methods, policies, practices, procedures and estimation methods as those used extent necessary in connection with the preparation of the balance sheet for Calculation and the fiscal year ended December 31, 2013, included in the GFI Closing Date Financial Statements, . Buyer shall provide the unaudited Closing Date Financial Statements to Seller together with reasonable back-up documentation reasonably necessary to evaluate or understand the Closing Date Financial Statements and which shall include a calculation of Available Cash the Calculation at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet time of IDB Buyer and the IDB Subsidiaries as delivery of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common EquityCalculation. (b) Following delivery During the period of the any review or dispute as provided in this Section 2.5, Buyer and Seller Closing Balance Sheet shall, and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, shall cause each of Seller and IDB Buyer will their Affiliates to: (i) provide the each other Party party and its Representatives representatives with reasonable access to its and its Affiliates’ relevant books, records and employees (to the books extent any of such books, records or employees relate to the Calculation) and records(subject, personnel and related in the case of accountant or auditor work papers, to providing any customary confidentiality, hold harmless or other agreements reasonably requested by the accountant or auditor) relevant work papers of Seller accountants or IDB Buyer, as applicable, in connection auditors and permit copies to be made of any of the foregoing documentation and (ii) cooperate fully with such other Party's review party and its authorized representatives, including the provision on a timely basis of all information relevant for purposes of the Calculation; provided that, without prejudice to any of Buyer’s other rights under this Agreement, after the submission of the Calculation, Seller Closing Balance Sheet or shall be required to provide such access and cooperation only to the IDB Buyer Closing Balance Sheetextent relevant to items disputed by Seller pursuant to Section 2.5(c). (c) After receipt of the Calculation, as applicable. Each of Seller and IDB Buyer shall have 45 sixty (60) days to review the Calculation. Unless Seller delivers written notice to Buyer on or prior to the sixtieth (60th) day after the later Buyer’s delivery of the Calculation stating that Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide has objections to the other Party a notice setting forthCalculation, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained agreed to the Calculation. Matters included in the Calculation, which are not objected to in writing by Seller, shall be deemed to be accepted by Seller Closing Balance Sheet (“Resolved Items”) and any amounts included within such items shall be deemed to be final, binding and conclusive. If Seller notifies Buyer in writing of its objections to the Calculation, Buyer and Seller shall, within forty-five (45) days (or such longer period as Buyer and Seller may agree in writing) following such notice (the IDB Buyer Closing Balance Sheet“Resolution Period”), attempt to resolve their differences, and any written resolution by them as applicableto any disputed amounts shall be final, delivered by the other Party pursuant to Section 2.7(a)binding and conclusive. (cd) For 30 days after Any amounts remaining in dispute at the later delivery conclusion of the Dispute Notice Resolution Period (“Unresolved Items”) shall be submitted by Buyer and Seller or IDB Buyer, Seller to Deloitte and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (such firm being referred to as the "Independent Accountant Arbitrator"“CPA Firm”) to make a determination as to the Disputed Items; provided that or, if the Independent Accountant Arbitrator is such firm shall be unable or unwilling to serve in this capacity, then such capacity or if Seller and IDB Buyer shall otherwise mutually agree in writing, such other nationally recognized firm of independent accountants mutually agreed in writing by Seller and Buyer (and, in such case, such firm shall be deemed to be the CPA Firm), within 14 10 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules expiration of the American Arbitration Association, which accounting firm shall be Resolution Period or as soon as practicable after Buyer and Seller have engaged the "Independent Accountant Arbitrator" hereunderCPA Firm. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion agree to use their commercially reasonable efforts to engage the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation CPA Firm as promptly as practicable. Each party agrees to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agreesexecute, if requested by the Independent Accountant ArbitratorCPA Firm, an engagement letter with the CPA Firm containing reasonable terms and to provide the CPA Firm such work papers and other documents and information related to the Unresolved Items as the CPA Firm may reasonably request if available to such party or its Affiliates (or their accountants or auditors). All fees and expenses relating to the work, if any, to execute a reasonable engagement letter be performed by the CPA Firm shall be borne 50% by Buyer and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary50% by Seller. The Independent Accountant Arbitrator CPA Firm shall act as an arbitrator and not as an expert, to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent reviewprovisions of this Section 2.5, only the Disputed Items Unresolved Items; provided, however, that the CPA Firm shall have not been settled by negotiation, and its determination with respect authority to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one handdetermine, and the applicable Dispute Noticeterm “Unresolved Items” as used in this Section 2.5 shall mean, on only the amount(s) of the Calculation and no other handmatter whatsoever, absent an express written agreement to the contrary by Buyer and Seller. Seller and IDB Buyer shall instruct request that the Independent Accountant Arbitrator to render CPA Firm provide its decision determination of the Unresolved Items within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award after the submission of the Independent Accountant Arbitrator as Unresolved Items to the Disputed CPA Firm, and a calculation of the Closing Working Capital Statement, the Closing Net Indebtedness Statement, the Capex Statement, the Capex Payables Statement and the Franchisee Adjustment Amount Statement, based upon the amount of Resolved Items and the CPA Firm’s determination of the Unresolved Items, shall be final set forth in a written statement delivered to Seller and binding on, Buyer by the CPA Firm and shall not be subject to appeal byfinal, Seller binding and IDB conclusive on Buyer or any other Person, and may be entered and enforced as provided in Section 9.9Seller. (e) No later than 30 days Within five (5) Business Days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) an agreement or deemed agreement by Buyer and Seller as to the Closing Working Capital, the Closing Net Indebtedness, the Capex Adjustment and the Franchisee Adjustment Amount, or (ii) the CPA Firm’s determination of all Unresolved Items, Seller shall pay to Buyer the amount, if any any, by which the Estimated Cash Purchase Price exceeds the final calculation of the amounts that were transferred Cash Purchase Price, or retained Buyer shall pay to Seller the amount, if any, by which the IDB Subsidiaries at Closing as provided in final calculation of the Cash Purchase Price exceeds the Estimated Available Cash Allocation were in excess of Purchase Price (the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller“Post-Closing Adjustment”). (iif) if any Any payments made pursuant to this Section 2.5 shall be made by wire transfer of immediately available U.S. Dollar funds to an account indicated by the party to receive such funds and shall be accompanied by interest at the Applicable Rate calculated on the basis of a year of 365 days for the actual number of days elapsed, accrued from the Closing Date up to and including the date of payment. (g) Any payments made in respect of the amounts that were transferred or retained by Post-Closing Adjustment shall be deemed to be adjustments to the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash AllocationBase Purchase Price pursuant to Section 2.2, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amountall tax purposes.

Post-Closing Adjustment. (a) Within 90 days As soon as reasonably practicable following the Closing Date, Seller and in any event no later than one hundred and five (105) days thereafter, the Buyer shall prepare cause to be prepared and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the Closing (giving effect delivered to the Estimated Available Cash Allocation) (the "Seller Share Sellers a Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on Sheet and a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include written statement setting out a calculation of Available Cash at (i) the Seller Retained Subsidiaries and Closing Net Working Capital, (ii) the Closing Working Capital derived from the items and amounts on such balance sheet. Within 90 days following Adjustment, (iii) the Closing DateIndebtedness, IDB (iv) the Closing Cash, (v) the Closing Net Cash (altogether the “Final Purchase Price Statement”). During forty-five (45) days after the date the Share Sellers receive the Final Purchase Price Statement, upon reasonable notice, the Buyer shall, and shall prepare cause its officer, directors, employees and deliver accountants to Seller a consolidated balance sheet of IDB Buyer afford the Share Sellers and their authorized representatives reasonable access to the IDB Subsidiaries as offices, books and records necessary for the assessment by the Share Sellers of the Closing Final Purchase Price Statement and to take copies of the same as the Share Seller may from time to time reasonably request, provided however that (giving effect i) any such access or furnishing of information shall be conducted during normal business hours and in such manner as not to interfere with the normal operations of the Business and (ii) the Share Sellers shall bear all of their own costs in connection with the assessment of the Final Purchase Price Statement. The Buyer will charge no additional cost to the Estimated Available Cash Allocation) (Share Sellers for the "IDB Buyer Closing Balance Sheet" time spent by its officers, directors, employees and together accountants in connection with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equityforegoing. (b) Following delivery If the Share Sellers dispute any item of the Seller Closing Balance Sheet and Final Purchase Price Statement as calculated by the IDB Buyer Closing Balance Sheet and prior Buyer, not more than forty-five (45) days after the date the Share Sellers receive the Final Purchase Price Statement, the Share Sellers shall deliver to the deadline for delivering Buyer a Dispute Noticewritten notice, each specifying in reasonable details all points of Seller disagreement with the Buyer’s Final Purchase Price Statement and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer setting out a revised Closing Balance Sheet, as applicable. Each a revised Closing Net Cash, a revised Closing Working Capital Adjustment and a revised Final Purchase Price (the “Notice of Seller Dispute”), it being specified that all items and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected amounts in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), Final Purchase Price Statement not specifically referenced as applicable, and the basis for such dispute together with such Party's calculation of such item or amount being in dispute (in the "Notice of Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted been agreed upon for all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, purposes hereof. If no Notice of Dispute is delivered by the Share Sellers to the Buyer within such forty-five (45) day period, it shall be conclusively presumed that the Final Purchase Price Statement has been agreed upon for all purposes hereof. Upon the Buyer’s receipt of any Notice of Dispute, the Share Sellers and the Buyer shall promptly consult with each other Party pursuant with respect to Section 2.7(a). the specified points of disagreement set forth in the Notice of Dispute in an effort to resolve the dispute. If any such dispute cannot be resolved by the Share Sellers and the Buyer within thirty (c30) For 30 days after the later delivery Buyer receives the Notice of Dispute, the Share Sellers and the Buyer shall jointly refer the dispute to an international accounting firm that has no material relationship with either of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve Parties appointed by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer between the Parties or if the Parties are unable to resolve agree on such international accounting firm by the International Centre for Expertise of the International Chamber of Commerce in accordance with the provisions for the appointment of experts under the Rules for Expertise of the International Chamber of Commerce, upon the request of either Party (the “Expert”), to finally resolve, as soon as practicable, and in any Disputed Item event within sixty (60) days after such 30 day periodreference, Seller all unresolved points of disagreement with respect to the Final Purchase Price Statement. For purposes of such determination by the Expert, each of the Share Sellers and IDB the Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as submit to the Disputed Items; provided that if Expert a proposed calculation of each disputed issue and a written statement of its position. The Expert shall apply the Independent Accountant Arbitrator is unable terms of this Agreement governing the determination of the different components included in the Final Purchase Price Statement and in particular the Accounting Principles and shall otherwise make its determination in accordance with such procedures as the Parties may agree. In no event shall the Expert assign a value to any item greater than the greatest value for such item claimed by either Party or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after less than the end of smallest value for such 30 day period agree on an alternate independent accounting firm or in default thereof such selection item claimed by either Party. The Expert’s determination shall be made pursuant to based solely on written submissions by the rules Share Sellers and the Buyer (i.e., not an independent review) and on the definitions included herein. Each of the American Arbitration AssociationParties shall bear its own expenses in connection with any such dispute, which accounting firm shall be except that the "Independent Accountant Arbitrator" hereunder. The fees, costs fees and expenses of the Independent Accountant Arbitrator will Expert shall be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made allocated by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested Expert. All determinations by the Independent Accountant ArbitratorExpert shall be final, to execute a reasonable engagement letter conclusive and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination binding with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation Final Purchase Price Statement, in the Seller Closing Balance Sheet absence of fraud or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9manifest error. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (a) Within 90 days following The Purchase Price will be further adjusted as follows: The amount that the Closing DateWorking Capital is greater than the Upper Expected Working Capital or less than the Lower Expected Working Capital (such excess or shortfall, Seller the “Closing Working Capital Adjustment”) will be determined based on the Closing Working Capital, as finally determined in accordance with Section 2.5. For the avoidance of doubt, if the Closing Working Capital is between the Upper Expected Working Capital and the Lower Expected Working Capital, then the Closing Working Capital Adjustment shall prepare and deliver be zero. If the Closing Working Capital Adjustment is different from the Estimated Working Capital Adjustment, there shall be a positive or negative adjustment to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries Purchase Price, as the case may be, equal to the difference of the Closing (giving effect to Working Capital Adjustment minus the Estimated Available Cash Allocation) Working Capital Adjustment (the "Seller “Post-Closing Balance Sheet"Adjustment Amount”), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of If the Seller Post-Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB BuyerAdjustment Amount, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party determined pursuant to Section 2.7(a2.6(a), results in an increase in the Purchase Price, the Purchaser shall pay the Post-Closing Adjustment Amount together with interest on that amount as provided in Section 2.6(c) to the Vendors as an increase to the Purchase Price and in accordance with each Vendor’s Pro Rata Share, within 10 days of the date that the Closing Working Capital is finally determined. If the Post-Closing Adjustment Amount, as determined pursuant to Section 2.6(a), results in a decrease in the Purchase Price, the Vendors shall each pay their Pro- Rata Share of the Post-Closing Adjustment Amount together with interest on that amount as provided in Section 2.6(c) to the Purchaser as a decrease to the Purchase Price, within 10 days of the date that the Closing Working Capital is finally determined. The Purchaser or a Vendor, as the case may be, shall pay the Post-Closing Adjustment Amount together with interest on that amount as provided in Section 2.6(c) on the Adjustment Date by certified cheque, bank draft or wire transfer of immediately available funds to or to the order of the payee. (c) For 30 days after The Post-Closing Adjustment Amount will be paid together with interest on that amount calculated from the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as Closing Date to the Disputed Items; provided that if date of payment at the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant ArbitratorPrime Rate plus 1.0%. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (ai) Within 90 twenty-four hours after the Closing, Buyer and Seller, together with Buyer’s independent auditors, will jointly conduct a physical inventory at the Facility. Buyer and Seller will conduct such physical inventory in accordance with the policies, procedures and practices specified on Exhibit E attached hereto. The results of such physical inventory will be as determined by the auditors and will be used to calculate the Closing Working Capital. (ii) Within sixty (60) days following after the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated statement setting forth its calculation of Closing Working Capital, which statement shall contain an unaudited balance sheet of IDB Buyer and the IDB Subsidiaries Company as of the Closing Date (without giving effect to the Estimated Available Cash Allocation) transactions contemplated herein), a calculation of Closing Working Capital (the "IDB “Closing Working Capital Statement”) and a certificate of the Chief Financial Officer, or such other similar officer, of Buyer that the Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be Working Capital Statement was prepared in conformity accordance with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methods as those methodologies that were used in the preparation of the balance sheet Year-End Financial Statements for the most recent fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on end as if such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount Statement was being prepared as of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equitya fiscal year end. (biii) Following delivery of the Seller The post-Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item adjustment shall be an amount within equal to the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in Closing Working Capital minus the Seller Target Working Capital (the “Post-Closing Balance Sheet or IDB Buyer Adjustment”). If the Post-Closing Balance SheetAdjustment is a positive number, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator pay to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as Seller an amount equal to the Disputed Items shall be final and binding on, and shall not be subject to appeal byPost-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Seller and IDB shall pay to Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect an amount equal to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Post-Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to SellerAdjustment. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (a) Within 90 No later than one hundred and twenty (120) days following after the Closing Date, Seller Purchaser shall prepare and deliver to IDB Buyer a consolidated the Sellers’ Representative written notice in the same form as the Closing Cash Payment Statement (the “Adjustment Notice”) containing and setting forth (a) an unaudited balance sheet of with respect to the Seller Retained Subsidiaries Business (the “Closing Balance Sheet”), prepared as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared Effective Time in conformity accordance with GAAP applied and on a basis consistent with the preparation ofSeller Accounting Principles and (b) Purchaser’s good faith calculation of (i) Closing Cash (“Final Closing Cash”), Closing Indebtedness (“Final Closing Indebtedness”), Closing Transaction Expenses (“Final Closing Transaction Expenses”), Closing Net Working Capital (“Final Closing Net Working Capital”), Final Closing IBNR Obligations, Closing Fixed Bonus Obligations (“Final Closing Fixed Bonus Obligations”), Closing PTO Obligations (“Final Closing PTO Obligations”), Closing ▇▇▇▇▇▇▇▇▇▇▇ Retention Obligations (“Final Closing ▇▇▇▇▇▇▇▇▇▇▇ Retention Obligations”) and Closing ▇▇▇▇▇▇ Retention Obligations (“Final Closing ▇▇▇▇▇▇ Retention Obligations”), in each case (y) related to the Seller Parties, the Assets and/or the Business, and using (z) based on the same accounting methods, policies, practices, procedures Closing Balance Sheet and estimation methods as those used in reflecting the preparation exclusion of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial StatementsRetained Assets and Retained Liabilities, and which shall include a calculation (ii) based on the foregoing amounts, the amount of Available Cash at any payments required pursuant to Section 1.7(g) or Section 1.7(h) and calculated in accordance with Section 1.7(f) (collectively, the Seller Retained Subsidiaries and “Adjustment Amount”). The Final Closing Net Working Capital derived from calculation shall be prepared in accordance with the items Sample Net Working Capital Calculation, and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as each of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Final Closing Balance Sheets"), which Net Working Capital calculation and the Adjustment Amount calculation shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same without giving effect to any purchase accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived adjustments arising from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment transactions contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common EquityAgreement. (b) Following Within sixty (60) days after delivery of the Seller Closing Balance Sheet Adjustment Notice, the Sellers’ Representative shall deliver to Purchaser a written response in which the Sellers’ Representative shall either: (i) agree in writing with Purchaser’s calculation of the Adjustment Amount, in which case such calculation will be final and binding on the IDB Buyer Closing Balance Sheet parties for purposes of Section 1.7(g) and prior Section 1.7(h); or (ii) dispute Purchaser’s calculation of the Adjustment Amount by delivering to the deadline for delivering Purchaser a written notice (a “Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with ”) setting forth in reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and detail the basis for each such dispute together with disputed item and stating that all such Party's calculation of such item or amount disputed items are being disputed in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a)good faith. (c) For 30 If the Sellers’ Representative fails to take either of the foregoing actions within sixty (60) days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacityAdjustment Notice, then the Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator Parties will be borne by Seller and IDB Buyer in relative proportion deemed to the amount by which the aggregate have irrevocably accepted Purchaser’s calculation of the Disputed Items Adjustment Amount, in which case the Adjustment Amount as calculated by each of them differs from Purchaser will be final and binding on the calculation to be made by the Independent Accountant Arbitratorparties for all purposes hereunder. (d) If there is the Sellers’ Representative timely delivers a referral Dispute Notice to Purchaser, then Purchaser and the Independent Accountant ArbitratorSellers’ Representative will attempt in good faith, each for a period of Seller and IDB Buyer agrees, if requested thirty (30) days following delivery by the Independent Accountant ArbitratorSellers’ Representative of the Dispute Notice, to execute agree on the Adjustment Amount. Any written resolution executed by ▇▇▇▇▇▇▇▇▇ and the Sellers’ Representative during such thirty (30) day period as to any disputed items will be final and binding on the parties for purposes of this Agreement. If Purchaser and the Sellers’ Representative do not resolve all disputed items by the end of thirty (30) days after the date of delivery of the Dispute Notice, then either Purchaser or the Sellers’ Representative may submit the remaining items in dispute (the “Disputed Items”) to BDO USA for resolution, or if that firm is unwilling or unable to serve, Purchaser and the Sellers’ Representative will engage another mutually agreeable independent accounting firm of recognized national standing, which firm is not as of the Signing Date or at any time between the Signing Date and the time of such engagement, the regular auditing firm or consulting firm of Purchaser or any of the Seller Parties (the “Independent Accounting Firm”). Purchaser and the Sellers’ Representative shall each have a reasonable engagement letter and shall opportunity to submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointmentAccounting Firm the Adjustment Notice, the Dispute Notice and a written statement summarizing its position on the of their respective views as to any Disputed Items, together with such supporting documentation as it deems necessary. The and will further instruct the Independent Accountant Arbitrator shall act as an arbitrator Accounting Firm to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and render its determination with respect to the Disputed Items in a written report that specifies the conclusions of the Independent Accounting Firm as to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Noticeresulting Adjustment Amount; provided, on the other hand. Seller and IDB Buyer shall instruct however, that the Independent Accountant Arbitrator Accounting Firm shall act as an expert and not an arbiter and will render a determination only as to the Disputed Items. Purchaser and the Sellers’ Representative will each use their reasonable best efforts to cause the Independent Accounting Firm to render its decision determination within 30 thirty (30) days after referral of its appointment the Disputed Items to such firm or as soon thereafter as is reasonably practicable. The decision/award Independent Accounting Firm’s determination of the Independent Accountant Arbitrator as to the Disputed Items shall and the resulting Adjustment Amount in accordance with this Agreement as set forth in its report will be final and binding onon the parties for purposes of this Agreement; provided, however, that the Independent Accounting Firm may not assign a value to any Disputed Item submitted to the Independent Accounting Firm that is greater than the greatest value, or less than the smallest value, claimed for such Disputed Item by Purchaser and the Sellers’ Representative in the Adjustment Notice and Dispute Notice submitted to the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm will be paid by Purchaser and the Seller Parties in inverse proportion to the relative amounts of the Disputed Items determined to be for the account of Purchaser and the Seller Parties, respectively (such that, for illustrative purposes only, if 25% of the value of the Disputed Items are determined to be for the account of the first party, and shall not 75% of the value of the Disputed Items are determined to be subject to appeal byfor the account of the second party, Seller the first party will pay 75% of the fees and IDB Buyer or any other Person, expenses of the Independent Accounting Firm and may be entered the second party will pay 25% of the fees and enforced as provided in Section 9.9expenses of the Independent Accounting Firm). (e) No For purposes of complying with this Section 1.7, Purchaser and each Seller Party will furnish to each other, their respective Representatives (including accountants and other advisors) and to the Independent Accounting Firm such books, records, work papers and other documents and information relating to the Disputed Items as they or the Independent Accounting Firm may reasonably request and are available to that party (or its independent public accountants), and will be afforded the opportunity to discuss such items with the Independent Accounting Firm. Purchaser may require that the Independent Accounting Firm enter into a customary form of confidentiality agreement with respect to the work papers and other documents and information relating to the Business provided to the Independent Accounting Firm pursuant to this Section 1.7. None of the Seller Parties, Purchaser, the Sellers’ Representative or any of their respective Affiliates or Representatives shall have any ex parte communications or meetings with the Independent Accounting Firm regarding the subject matter hereof without the other party’s prior written consent. (f) The Adjustment Amount shall initially be zero and shall be increased or decreased as follows: (i) if the Final Closing Cash, as finally determined pursuant to this Section 1.7, is less than the Estimated Closing Cash, then the Adjustment Amount shall be decreased, dollar for dollar, by the absolute value of such shortfall; (ii) if the Final Closing Cash, as finally determined pursuant to this Section 1.7, is greater than the Estimated Closing Cash, then the Adjustment Amount shall be increased, dollar for dollar, by the amount of such excess; (iii) if the Final Closing Indebtedness, as finally determined pursuant to this Section 1.7, is less than the Estimated Closing Indebtedness, then the Adjustment Amount shall be increased, dollar for dollar, by the absolute value of such shortfall; (iv) if the Final Closing Indebtedness, as finally determined pursuant to this Section 1.7, is greater than the Estimated Closing Indebtedness, then the Adjustment Amount shall be decreased, dollar for dollar, by the amount of such excess; (v) if the Final Closing Transaction Expenses, as finally determined pursuant to this Section 1.7, are less than the Estimated Closing Transaction Expenses, then the Adjustment Amount shall be increased, dollar for dollar, by the absolute value of such shortfall; (vi) if the Final Closing Transaction Expenses, as finally determined pursuant to this Section 1.7, are greater than the Estimated Closing Transaction Expenses, then the Adjustment Amount shall be decreased, dollar for dollar, by the amount of such excess; (vii) if the Final Closing Net Working Capital, as finally determined pursuant to this Section 1.7, is less than an amount equal to ninety percent (90%) of the Target Net Working Capital, then the Adjustment Amount shall be decreased by an amount equal to ten percent (10%) of the Target Working Capital; provided, that the Adjustment Amount shall not be decreased pursuant to this subsection (vii) unless the Final Closing Net Working Capital, as finally determined pursuant to this Section 1.7, is less than an amount equal to ninety percent (90%) of the Target Net Working Capital; provided, further, that in no event shall the Adjustment Amount be decreased pursuant to this subsection (vii) by an amount greater than an amount equal to ten percent (10%) of the Target Net Working Capital; (viii) if the Final Closing Net Working Capital, as finally determined pursuant to this Section 1.7, is greater than an amount equal to one hundred ten percent (110%) of the Target Net Working Capital, then the Adjustment Amount shall be increased by an amount equal to ten percent (10%) of the Target Net Working Capital; provided, that the Adjustment Amount shall not be increased pursuant to this subsection (viii) unless the Final Closing Net Working Capital, as finally determined in accordance with this Section 1.7, is greater than an amount equal to one hundred ten percent (110%) of the Target Net Working Capital; provided, further, that in no event shall the Adjustment Amount be increased pursuant to this subsection (viii) by an amount greater than an amount equal to ten percent (10%) of the Target Net Working Capital; (ix) if the Final Closing IBNR Obligations, as finally determined pursuant to this Section 1.7, are less than the Estimated Closing IBNR Obligations, then the Adjustment Amount shall be increased, dollar for dollar, by the amount of such excess; (x) if the Final Closing IBNR Obligations, as finally determined pursuant to this Section 1.7, are greater than the Estimated Closing IBNR Obligations, then the Adjustment Amount shall be decreased, dollar for dollar, by the amount of such excess; (xi) if the Final Closing Fixed Bonus Obligations, as finally determined pursuant to this Section 1.7, are less than the Estimated Closing Fixed Bonus Obligations, then the Adjustment Amount shall be increased, dollar for dollar, by the amount of such excess; (xii) if the Final Closing Fixed Bonus Obligations, as finally determined pursuant to this Section 1.7, are greater than the Estimated Closing Fixed Bonus Obligations, then the Adjustment Amount shall be decreased, dollar for dollar, by the amount of such excess; (xiii) if the Final Closing PTO Obligations, as finally determined pursuant to this Section 1.7, are less than the Estimated Closing PTO Obligations, then the Adjustment Amount shall be increased, dollar for dollar, by the amount of such excess; (xiv) if the Final Closing PTO Obligations, as finally determined pursuant to this Section 1.7, are greater than the Estimated Closing PTO Obligations, then the Adjustment Amount shall be decreased, dollar for dollar, by the amount of such excess; (xv) if the Final Closing ▇▇▇▇▇▇▇▇▇▇▇ Retention Obligations, as finally determined pursuant to this Section 1.7, are less than the Estimated Closing ▇▇▇▇▇▇▇▇▇▇▇ Retention Obligations, then the Adjustment Amount shall be increased, dollar for dollar, by the amount of such excess; (xvi) if the Final Closing ▇▇▇▇▇▇▇▇▇▇▇ Retention Obligations, as finally determined pursuant to this Section 1.7, are greater than the Estimated Closing ▇▇▇▇▇▇▇▇▇▇▇ Retention Obligations, then the Adjustment Amount shall be decreased, dollar for dollar, by the amount of such excess; (xvii) if the Final Closing ▇▇▇▇▇▇ Retention Obligations, as finally determined pursuant to this Section 1.7, are less than the Estimated Closing ▇▇▇▇▇▇ Retention Obligations, then the Adjustment Amount shall be increased, dollar for dollar, by the amount of such excess; and (xviii) if the Final Closing ▇▇▇▇▇▇ Retention Obligations, as finally determined pursuant to this Section 1.7, are greater than the Estimated Closing ▇▇▇▇▇▇ Retention Obligations, then the Adjustment Amount shall be decreased, dollar for dollar, by the amount of such excess. (g) If the Adjustment Amount is a negative number pursuant to Section 1.7(f), then Purchaser and the Sellers’ Representative shall, no later than 30 days following five (5) Business Days after such determination, deliver joint written instructions to the later Escrow Agent instructing the Escrow Agent to pay from the Adjustment Escrow Amount then remaining in the Escrow Account (i) to an account designated in writing by Purchaser an amount equal to the lesser of (A) the absolute value of such negative Adjustment Amount and (B) the Adjustment Escrow Amount and (ii) to an account or accounts designated in writing by the Sellers’ Representative the amount, if any, by which the Adjustment Escrow Amount exceeds the absolute value of the final negative Adjustment Amount. To the extent that the Adjustment Escrow Amount is less than the absolute value of the negative Adjustment Amount (such amount, the “Excess Purchaser Recovery Amount”), then the Seller Parties shall, jointly and severally, no later than five (5) Business Days after the determination of the Seller Closing Balance Sheet Adjustment Amount, pay to Purchaser the Excess Purchaser Recovery Amount by wire transfer of immediately available funds to an account designated in writing by Purchaser. (h) If the Adjustment Amount is a positive number pursuant to Section 1.7(f) then (i) Purchaser shall, no later than five (5) Business Days after such determination, deliver or cause to be delivered the amount of such Adjustment Amount by wire transfer of immediately available funds to an account or accounts designated in writing by the Sellers’ Representative and (ii) Purchaser and the calculations of Available Cash and Working Capital set forth thereinSellers’ Representative shall, no later than five (5) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (Business Days after such items being "final" after giving effect determination, deliver joint written instructions to the items and amounts accepted Escrow Agent instructing the Escrow Agent to pay from the Adjustment Escrow Amount to an account or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined accounts designated in writing by the Independent Accountant Arbitrator; such final calculations being Sellers’ Representative an amount equal to the "Final Available Cash Allocation"), the following adjustments shall be effected:Adjustment Escrow Amount. (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for For the avoidance of doubt, the parties hereto acknowledge and agree that, from and after the Closing, the provisions of this Section 1.7 (including the dispute resolution provisions contemplated in no event shall Seller be required this Section 1.7) and, with respect to enforcement of the obligation to pay an amount any Adjustment Amount payable in excess accordance with this Section 1.7, Article 7 shall be the exclusive remedy and forum of the Excess Cash Amountparties with respect to the matters that are or that may be addressed through the purchase price adjustments contemplated in this Section 1.7. (j) Any payment made pursuant to this Section 1.7 will be treated by the parties for all purposes as an adjustment to the Purchase Price to the extent permitted by applicable Law.

Post-Closing Adjustment. (a) Within 90 days following During the period between the Effective Date and the Closing Date, Seller the Businesses shall prepare and deliver to IDB Buyer a consolidated balance sheet of be operated as between the Seller Retained Subsidiaries as of the Closing (giving effect parties, to the Estimated Available Cash Allocation) (extent reasonably possible, as if the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common EquitySeparation had been completed. (b) Following delivery As soon as practicable after Closing, but in any event no later than January 30, 2003, Veraz U.S., together with its auditors, shall prepare a balance sheet with respect to the Businesses, as of December 31, 2002 (the Seller “Closing Date Balance Sheet Sheet”), using the same principles and accounting policies under which the September 30 and Effective Date Balance Sheets were prepared, and related profit and loss and cash flow statements (the “Closing Date Income Statement” and the IDB Buyer “Closing Balance Sheet Date Cash Flow Statement”, respectively, and prior to together with the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Date Balance Sheet, as applicablethe “Closing Date Financial Statements”) for the period between the Effective Date and December 31, 2002 (the “Interim Period”). Each The Closing Date Income Statement and Closing Date Cash Flow Statement shall each be prepared on the basis of Seller income and IDB Buyer shall expenses which would have 45 days after been incurred by Veraz U.S. had the later delivery of Closing occurred on the Seller Effective Date. In preparing the Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detailDate Financial Statements, any good faith dispute as inter-company financial transfers from Veraz to any item or amount reflected in Veraz U.S. during the Seller period between the Closing Balance Sheet (including the calculations of Available Cash Date and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein)December 31, as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party 2002 shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a)disregarded. (c) For The Seller shall have a period of 30 days after the later delivery of the Dispute Notice by Effective Date Balance Sheet to present in writing to Veraz U.S. all objections the Seller may have to any of the matters set forth or IDB Buyerreflected therein. Similarly, the Seller and IDB Buyer shall endeavor have a period of 30 days after delivery of the Closing Date Financial Statements to present in good faith writing to resolve by mutual agreement Veraz U.S. all Disputed Itemsobjections the Seller may have to any of the matters set forth or reflected therein. If, for any reason, Seller and IDB Buyer If no objections are unable to resolve any Disputed Item raised within such 30 30-day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection Closing Date Financial Statements shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made deemed approved by the Independent Accountant ArbitratorSeller. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Itemsbasis of the Closing Date Cash Flow Statement, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator the Businesses generated a net increase in cash and cash equivalents during the Interim Period, NGTS U.S. shall act as an arbitrator transfer to determineVeraz U.S., based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 three business days of its appointment or as soon thereafter as is reasonably practicable. The decision/award approval of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding onsuch amount, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided cash in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) if any the net increase in cash and cash equivalents generated by Veraz U.S. during the Interim Period. If on the basis of the amounts that were transferred or retained by Closing Date Cash Flow Statement, the Seller Retained Subsidiaries as provided Businesses generated a net decrease in the Estimated Available Cash Allocation were cash and cash equivalents, Veraz U.S. shall transfer, within three business days of approval of such amount, cash to NGTS U.S. in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(esthe net decrease in cash and cash equivalents generated by Veraz U.S. during the Interim Period. The foregoing amounts to be transferred pursuant to this Section 9.2(d) to IDB Buyer. Notwithstanding shall be adjusted by the foregoing net amount of cash or cash equivalents actually received or paid by Veraz U.S. during the period between the Closing Date and for the avoidance of doubtDecember 31, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount2002.

Post-Closing Adjustment. (aA) Within 90 Buyer shall cause to be prepared and, as soon as practical, but in no event later than one-hundred twenty (120) days following after the Closing Date, Seller shall prepare and deliver cause to IDB Buyer a consolidated balance sheet of be delivered to the Seller Retained Subsidiaries as Company, Buyer’s calculation of the Closing Date Balance Sheet (giving effect the “Buyer Closing Date Balance Sheet”), together with a calculation of the adjustment to the Estimated Available Cash AllocationClosing Payment by, as applicable (1) increasing the amount thereof by the excess, if any, of the Closing Working Capital shown on the Buyer Closing Date Balance Sheet over the Target Working Capital, or (2) decreasing the amount thereof by the excess, if any, of the Target Working Capital over the Closing Working Capital shown on the Buyer Closing Date Balance Sheet. (B) If the Company disagrees in whole or in part with the Buyer Closing Date Balance Sheet, then within thirty (30) days after its receipt thereof, the Company shall notify Buyer of such disagreement in writing (the "Seller “Closing Balance Sheet"Notice of Disagreement”), which shall setting forth in reasonable detail the particulars of any such disagreement. To be prepared in conformity with GAAP applied on a basis consistent with the preparation ofeffective, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation any such Closing Notice of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which Disagreement shall include a copy of the Buyer Closing Date Balance Sheet marked to indicate the specific line items of the Buyer Closing Date Balance Sheet that are in dispute (the “Disputed Closing Date Balance Sheet Line Items”) and shall be accompanied by the Company’s calculation of Available Cash at each of the Seller Retained Subsidiaries Disputed Closing Date Balance Sheet Line Items and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following Company’s calculation of the Closing DateDate Balance Sheet and its determination of the Closing Payment, IDB as adjusted in accordance with the preceding clause (i). All items that are not Disputed Closing Date Balance Sheet Line Items shall be final, binding and conclusive for purposes of determining the Closing Payment hereunder unless the resolution of a Disputed Closing Date Balance Sheet Line Item affects an undisputed item, in which case such undisputed item shall remain open and be considered a Disputed Closing Date Balance Sheet Line Item to the extent of such corresponding effect. In the event that the Company does not provide a Closing Notice of Disagreement within such thirty (30)-day period, the Company shall be deemed to have accepted in full the Buyer Closing Date Balance Sheet, and, for purposes of determining the Closing Payment, such Buyer Closing Date Balance Sheet shall prepare become final, binding and deliver to Seller a consolidated balance sheet of IDB conclusive upon Buyer and the IDB Subsidiaries Company. In the event any Closing Notice of Disagreement is properly and timely provided, Buyer and the Company shall use their respective commercially reasonable efforts for a period of fifteen (15) days (or such longer period as of they may mutually agree) to resolve any Disputed Closing Date Balance Sheet Line Items. During the aforesaid thirty (30) day period and until the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Date Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which Sheet shall be prepared in conformity with GAAP applied on a basis consistent with the preparation offinally determined as provided herein, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity Buyer and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital Company shall cooperate with each other and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with shall have reasonable access to the books and records, working papers, schedules and calculations of the other, in order to prepare, or used in the preparation of, their respective Closing Date Balance Sheet. If, at the end of such period, Buyer and the Company are unable to resolve all Disputed Closing Date Balance Sheet Line Items, then any such remaining Disputed Closing Date Balance Sheet Line Items shall be referred to an independent accounting firm jointly designated by Buyer and the Company (the “Accounting Firm”); provided, however, that in the event Buyer and the Company cannot mutually agree as to the designation of the Accounting Firm, each such Party will designate an accounting firm, and the two accounting firms will designate a third accounting firm to act as the Accounting Firm. (C) Buyer and the Company will enter into reasonable and customary arrangements for the services to be rendered by the Accounting Firm under this Section 1.4(c), such services to be provided in the Accounting Firm’s capacity as an accounting expert and not an arbitrator. The Accounting Firm shall be directed to determine as promptly as practicable (and Buyer and the Company shall use commercially reasonable efforts to cause such determination to occur within thirty (30) days) the resolution of the Disputed Closing Date Balance Sheet Line Items. In making any determination of the Disputed Closing Date Balance Sheet Line Items, the Accounting Firm may not assign a value greater than the greatest value for such item claimed by either Party or smaller than the smallest value for such item claimed by either Party, and the Accounting Firm may only make a determination regarding the matters in dispute between Buyer and the Company. Buyer and the Company shall each furnish to the Accounting Firm such work papers and other documents and information relating to the Disputed Closing Date Balance Sheet Line Items, and shall provide access to personnel and related work papers of Seller or IDB Buyeranswer questions, as applicable, in connection with such other Party's review Accounting Firm may reasonably request. The determination of the Seller Disputed Closing Date Balance Sheet or Line Items by the IDB Accounting Firm shall be set forth in writing and shall be final, conclusive and binding on Buyer and the Company for purposes of determining the Closing Date Balance Sheet, as applicableabsent fraud or manifest error, and shall be based solely on the terms of this Agreement and the written submissions by Buyer and the Company and not by independent review or investigation. Each of Seller and IDB Buyer shall have 45 days after The Parties agree that judgment may be entered upon the later delivery award of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet Accounting Firm in which any court having jurisdiction pursuant to provide Section 8.15 hereof. (D) Subject to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Itemsnext sentence, each Party shall be deemed responsible for its own fees and expenses incurred in connection with this Section 1.4(c). Buyer and the Company shall each pay one half of the fees and expenses payable to have accepted all items and amounts contained the Accounting Firm in connection with resolving any dispute under this Section 1.4(c), except that in the Seller event that one Party’s determination of the Disputed Closing Date Balance Sheet Line Items as a whole varies by 20% or more from the IDB Buyer determination of the Disputed Closing Date Balance Sheet, Sheet Line Items as applicable, delivered a whole by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacityAccounting Firm hereunder, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection Party shall be made pursuant to solely responsible for the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs fees and expenses of the Independent Accountant Arbitrator will be borne by Seller Accounting Firm. (E) Promptly following (x) the Disputed Closing Date Balance Sheet Line Items have been finally determined or (y) the Closing Date Balance Sheet has been finally determined pursuant to Section 1.4(c)(ii)(B), Buyer shall prepare, and IDB Buyer in relative proportion deliver to the amount by which Company, the aggregate Closing Date Balance Sheet and the calculation of the Disputed Items by each of them differs from Closing Payment, as adjusted by, as applicable (1) increasing the calculation to be made amount thereof by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agreesexcess, if requested any, of the Closing Working Capital shown on the Closing Date Balance Sheet over the Target Working Capital, or (2) decreasing the amount thereof by the Independent Accountant Arbitratorexcess, to execute a reasonable engagement letter and shall submit to if any, of the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position Target Working Capital over the Closing Working Capital shown on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Date Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or Closing Payment, as so adjusted, being hereinafter referred to as the IDB Buyer “Final Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"Payment”), whereupon the following adjustments payment shall be effectedmade as hereinafter provided: (i1) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash AllocationClosing Payment exceeds the Closing Payment by $50,000 or more, then IDB Buyer shall (or pay to the Company an amount in cash equal to such excess, in accordance with such payment instructions as the Company shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller.designate; or (ii2) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in Closing Payment exceeds the Final Available Cash AllocationClosing Payment by $50,000 or more, then Seller the Company shall pay to Buyer an amount in cash equal to such excess, in accordance with such payment instructions as Buyer shall designate; provided that, (or shall cause the applicable Seller Retained Subsidiaries to3) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event payment shall Seller be required under this Section 1.4(c) if the difference between the Target Working Capital and the Closing Working Capital shown on the Closing Date Balance Sheet, as finally determined, is less than $50,000.00. (F) Any amount payable pursuant to pay an amount in excess Section 1.4(c) shall be paid within five (5) Business Days after the delivery of the Excess Cash AmountClosing Date Balance Sheet via wire transfer of immediately available funds to the account designated by the recipient thereof. (G) Payments pursuant to Section 1.4(c) shall be treated for all purposes as adjustments to the Purchase Price.

Post-Closing Adjustment. (a) Within 90 days following after the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB US Buyer shall prepare and deliver to Seller Parent a consolidated statement setting forth its calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness, Transaction Expenses and all amounts owed to or from the LiveArea Companies and any Related Party or Sellers or their Affiliates (excluding the LiveArea Companies) pursuant to the agreements described in Section 7.02(m) or otherwise (and reasonable supporting documentation related thereto), which statement shall contain an unaudited balance sheet of IDB Buyer and the IDB Subsidiaries LiveArea Companies as of the Closing Date (without giving effect to the Estimated Available Cash Allocationtransactions contemplated herein) (the "IDB “Closing Statement”) and a certificate of the Chief Financial Officer of US Buyer that the unaudited balance sheet of the LiveArea Companies as of the Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be Date was prepared in conformity accordance with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. Exhibit A. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related post-closing adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within equal to the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award sum of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. following: (eA) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and if there was a Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (Reduction and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB BuyerClosing Working Capital exceeds Estimated Closing Working Capital, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) excess up to Seller. a maximum of the Working Capital Closing Reduction expressed as a positive number, (iiB) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the there was no Working Capital Closing Reduction and Closing Working Capital exceeds Target Working Capital, $0, (C) if there was a Working Capital Closing Reduction and Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash AllocationClosing Working Capital exceeds Closing Working Capital, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(esexcess expressed as a negative number, (D) if there was no Working Capital Closing Reduction and Target Working Capital exceeds Closing Working Capital, the amount of such excess expressed as a negative number, (E) Closing Cash minus Estimated Closing Cash, (F) Estimated Closing Indebtedness minus Closing Indebtedness,(G) Estimated Transaction Expenses minus Transaction Expenses, (H) all amounts owed to the LiveArea Companies from any Related Party or Sellers or their Affiliates (excluding the LiveArea Companies) pursuant to the agreements described in Section 7.02(m) or otherwise as of the Closing Date to the extent that the LiveArea Companies received one or more payments of cash for such amounts within 60 days after the Closing Date, subject to a cap of $1,000,000 and reduced by (I) fifty percent (50%) to IDB Buyerthe extent any of such amounts relate to receivables from parties domiciled in India, and (II) fourteen and one-half percent (14.5%) to the extent any of such amounts relate to receivables from parties domiciled in Bulgaria, expressed as a positive number, and (I) all amounts owed by the LiveArea Companies to any Related Party or Sellers or their Affiliates (excluding the LiveArea Companies) pursuant to the agreements described in Section 7.02(m) or otherwise as of the Closing Date , expressed as a negative number (collectively, the “Post-Closing Adjustment”). Notwithstanding If the foregoing and for the avoidance of doubtPost-Closing Adjustment is a positive number, in no event US Buyer shall Seller be required pay to pay Sellers (other than RevTech Solutions) an amount in excess equal to the Post-Closing Adjustment as an adjustment to the LA US Purchase Price. If the Post-Closing Adjustment is a negative number, Sellers (other than RevTech Solutions) shall pay to US Buyer an amount equal to the absolute value of the Excess Cash AmountPost-Closing Adjustment as an adjustment to the LA US Purchase Price (e.g., a ($100,000) Post-Closing Adjustment would result in a $100,000 payment to US Buyer).

Post-Closing Adjustment. (a) Within 90 one-hundred twenty (120) days following after the Closing Date, Seller the Purchaser shall prepare (in accordance with US GAAP) and deliver cause to IDB Buyer be delivered to the Vendor a consolidated balance sheet of written statement (the Seller Retained Subsidiaries as “Final Closing Statement”) setting forth, in reasonable detail, the Purchaser’s good faith calculations of the Closing Working Capital, Indebtedness and Transaction Expenses and also setting forth the Purchaser’s good faith calculation of the Final Cash Consideration based on the foregoing, together with all supporting documentation required to support the calculations contained in the Final Closing Statement. (giving effect b) If the Estimated Cash Consideration is greater than the Final Cash Consideration (as finally determined in accordance with this Section 2.4), then the Vendor shall pay the amount of such excess to the Purchaser (a “Post-Closing Reduction Amount”) by way of wire transfer to an account designated by the Purchaser. If the Estimated Available Cash AllocationConsideration is equal to the Final Cash Consideration (as finally determined in accordance with this Section 2.4), there shall be no adjustment made to the Final Cash Consideration or otherwise pursuant to this Section 2.4). If the Estimated Cash Consideration is less than the Final Cash Consideration (as finally determined in accordance with this Section 2.4), then the Purchaser shall pay the amount of such difference to the Vendor (a “Post-Closing Increase Amount”). The parties agree however that any increase or decrease in the Final Cash Consideration attributable solely to an increase or decrease in Closing Working Capital shall not exceed $106,500. The parties agree to treat any Post-Closing Reduction Amount or any Post-Closing Increase Amount as an adjustment to the Final Cash Consideration unless otherwise required by applicable Law. Any payments or receipts made pursuant to this Section 2.4 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law. (c) After receipt of the Final Closing Statement, the Vendor shall have thirty (30) days (the "Seller “Review Period”) to review the Final Closing Balance Sheet")Statement. During the Review Period, which the Vendor and its accountant shall be prepared in conformity with GAAP applied on a basis consistent with have reasonable access upon reasonable prior written notice during normal business hours to the preparation of, personnel and using Representatives of the same accounting methods, policies, practices, procedures and estimation methods as those used Purchaser involved in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial StatementsFinal Closing Statement, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Dateany documents, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those schedules or working papers used by them in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Final Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant ArbitratorStatement. (d) If there is a referral On or before the last day of the Review Period, the Vendor may object to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested Final Closing Statement by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit delivering to the Independent Accountant Arbitrator not later than ten Business Days after its appointmentPurchaser a notice in writing setting forth the Vendor’s objections in reasonable detail, a written statement summarizing its position on indicating each disputed item or amount and the Disputed Itemsbasis for each such objection thereto (the “Objection Notice”). If the Vendor fails to deliver the Objection Notice within the Review Period, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item Purchaser’s Final Closing Statement shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation the Vendor and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of final and binding and used in computing the amounts that were transferred Post-Closing Reduction Amount or retained by the IDB Subsidiaries at Post-Closing Increase Amount, as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Sellerapplicable. (iie) if If the Purchaser and the Vendor are unable to resolve any Objection Notice within thirty (30) days after delivery of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash AllocationObjection Notice, then Seller the Purchaser and the Vendor shall (or shall cause follow the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.dispute resolution procedure set forth at Schedule B.

Post-Closing Adjustment. (ai) Within 90 As soon as practicable, but no later than ninety (90) days following after the Closing Date, Seller Buyer shall prepare and deliver to IDB Buyer Sellers a consolidated statement setting forth its calculation of Closing Working Capital (as measured against Target Working Capital), Indebtedness, Transaction Expenses, and the resulting calculation of the Closing Consideration, calculated in a manner consistent with the account categories used in the Estimated Closing Statement, which statement shall also contain a balance sheet of the Seller Retained Subsidiaries Business as of the Closing Effective Time (without giving effect to the Estimated Available Cash Allocationtransactions contemplated herein) (the "Seller “Closing Balance Sheet"Statement”), which shall be together with reasonable supporting documentation and a certificate of the Chief Financial Officer of Buyer that the Closing Statement was prepared in conformity good faith and in accordance with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures principles, policies and procedures, in all material respects, with consistent classifications, judgments and estimation methods as those methodologies that were used in the preparation of the balance sheet Annual Financial Statements for the most recent fiscal year ended December 31, 2013, included end (to the extent the same are in the GFI Financial Statements, accordance with GAAP) as if such accounts were being prepared and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries audited as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Sellerend. (ii) if any The post-closing adjustment shall be an amount equal to the aggregate Closing Consideration (as adjusted pursuant to the Closing Statement) minus the Estimated Closing Consideration (the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a positive number, Buyer shall pay to Sellers an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Sellers shall pay to Buyer an amount equal to the Post-Closing Adjustment. Any payment of the amounts Post-Closing Adjustment shall (A) be due either (x) within five (5) Business Days of acceptance of the applicable Closing Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in Section 2.06(c)(v) below; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Buyer or Sellers, as the case may be; provided, that were transferred or retained any Post-Closing Adjustment not paid by Sellers within five (5) Business Days shall be paid by wire transfer of immediately available funds by the Seller Retained Subsidiaries as provided in Escrow Agent from the Estimated Available Cash Allocation were in Escrow Amount. If the Post-Closing Adjustment to be paid by the Sellers exceeds the Escrow Amount, the Sellers shall pay (or cause to be paid) an amount equal to such excess to Buyer not later than five (5) Business Days after final determination of the corresponding amounts that should have been transferred or retained Post-Closing Adjustment pursuant to this Section 2.06, by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then wire transfer of immediately available funds to an account specified by Buyer. Buyer and Seller shall (or shall cause promptly deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver the applicable Seller Retained Subsidiaries toamounts due to the Buyer pursuant to this Section 2.03(b)(iii). Sellers shall promptly, and in any event within ten (10) pay Business Days, deposit with the Escrow Agent the amount of such excess(es) any Post-Closing Adjustment paid to IDB Buyer. Notwithstanding Buyer from the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Escrow Amount.

Post-Closing Adjustment. (ai) Within 90 forty-five (45) days following after the Closing DateDate (the “45-Day Period”), Seller Purchaser shall prepare and deliver to IDB Buyer the Seller Representative a consolidated balance sheet statement (the “Closing Purchase Price Statement”) setting forth Purchaser’s calculation of the Seller Retained Subsidiaries actual Closing Purchase Price and all components thereof, which shall include (a) the Closing Book Value as of the Closing (Reference Time without giving effect to any of the Estimated Available Cash Allocationtransactions contemplated by this Agreement (such amount as determined pursuant to this Section 2.03, the “Final Closing Book Value”) and the resulting Closing Book Value Shortage (the "Seller Closing Balance Sheet"if any), which and (b) the Company Expenses as of immediately prior to Closing (such amount as determined pursuant to this Section 2.03, the “Final Company Expenses”), in each case, as determined in accordance with the Accounting Principles, together with reasonably detailed related supporting schedules, calculations and documentation. The Closing Purchase Price Statement shall be prepared in conformity accordance with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methods as those methodologies that were used in the preparation of the balance sheet Annual Financial Statements for the most recent fiscal year ended December 31end. If Purchaser does not deliver the Closing Purchase Price Statement to the Seller Representative within the 45-Day Period, 2013at the election of the Seller Representative, included (x) Purchaser will be deemed to have waived the right to object to any items set forth in the GFI Financial StatementsEstimated Purchase Price Statement and all such items will be deemed to be Final for purposes of determining the Post-Closing Adjustment, and which shall include a calculation of Available Cash at as described below in this Section 2.03, or (y) the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall Representative may prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and Purchaser, no later than fifteen (15) days after the IDB Subsidiaries as of 45-Day Period, the Closing Purchase Price Statement (giving effect to as prepared by Seller, the Estimated Available Cash Allocation) (the "IDB Buyer “Seller Closing Balance Sheet" and together with Purchase Price Statement”). The Seller Representative will include in the Seller Closing Balance Sheet, Purchase Price Statement materials showing in reasonable detail the "Seller Representative’s support and calculations for the amounts included in the Seller Closing Balance Sheets"), which Purchase Price Statement. The Seller Closing Purchase Price Statement shall be prepared in conformity accordance with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methods as those methodologies that were used in the preparation of the balance sheet Annual Financial Statements for the most recent fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Sellerend. (ii) if any In the event that the Closing Purchase Price as Finally determined pursuant to this Section 2.03 is greater than the Estimated Purchase Price, then Purchaser and the Seller Representative shall direct the Escrow Agent to pay to the Seller Representative the entirety of the amounts that were transferred or retained by Escrow Amount and Purchaser shall pay to the Seller Retained Subsidiaries Representative an amount equal to such excess, if any. If the Closing Purchase Price as provided in Finally determined pursuant to this Section 2.03 is equal to or less than the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by Purchase Price, then Purchaser and the Seller Retained Subsidiaries as provided in Representative shall direct the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) Escrow Agent to pay to Purchaser the amount of such excess(es) difference (such difference, the “Return Amount”), up to IDB Buyer. Notwithstanding the foregoing and for amount of the avoidance of doubtEscrow Amount, in no event shall Seller be required and, simultaneously, to pay to the Seller Representative the remaining balance, if any, of the Escrow Amount after payment of the Return Amount. If the Escrow Amount is less than the amount due by Sellers under this Section 2.03 (such amount, the “Purchase Price Overage”), each Seller shall pay to Purchaser, by wire transfer of immediately available funds, to an account designated in writing by Purchaser, an amount in excess equal to such Seller’s Post-Closing Percentage of the Excess Cash AmountPurchase Price Overage within five (5) Business Days. The applicable adjusting payment to be made hereunder is the “Post-Closing Adjustment.” The Seller Representative shall promptly deliver to each Seller such Seller’s Post-Closing Percentage of any funds received by the Seller Representative pursuant to this Section 2.03(b)(ii).

Post-Closing Adjustment. (ai) Within 90 days following after the Closing Date, Seller shall New Holdco will prepare and deliver to IDB Buyer the ▇▇▇▇▇▇▇▇▇ ▇▇ Parties a consolidated statement setting forth its calculation of Closing Working Capital, which statement will contain a balance sheet of the Seller Retained Subsidiaries Remington Companies (other than Marietta Leasehold LP) on a consolidated basis as of the Closing Date (without giving effect to any of the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"Transactions), which shall be a balance sheet of Marietta Leasehold LP on a consolidated basis as of the Closing Date (without giving effect to any of the Transactions), the Non-Current Stock Plan Liability as of the Closing Date, the Closing Working Capital Statement and a certificate of the senior accounting officer of New Holdco that (x) the Closing Working Capital Statement (other than the Non-Current Stock Plan Liability and Estimated Pro Rated Incentive Fees) was prepared in conformity accordance with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methods as those methodologies that were used in the preparation of the balance sheet for Audited 2018 Carve-Out Financial Statements (in the case Remington and its consolidated subsidiaries) and the Audited 2018 Marietta Financial Statements (in the case of Marietta Leasehold LP) as if such Closing Working Capital Statement were being prepared and audited as of a fiscal year ended December 31, 2013, included in the GFI Financial Statementsend, and which shall include (y) the Non-Current Stock Plan Liability was calculated applying the same methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used to calculate the Non-Current Stock Plan Liability set forth in Schedule 3.06(a) but with a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries determination date as of the Closing (giving effect to Date. For the avoidance of doubt, the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" Pro Rated Incentive Fees and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which Estimated Pro Rated Bonus Liabilities for this purpose shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methodsas the Estimated Pro Rated Incentive Fees and Estimated Pro Rated Bonus Liabilities, policiesrespectively, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party provided pursuant to Section 2.7(a2.06(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) if any of If the amounts that were transferred or retained by Post-Closing Adjustment is a positive number, New Holdco will promptly pay to the Seller Retained Subsidiaries as provided ▇▇▇▇▇▇▇▇▇ ▇▇ Parties in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay cash an amount equal to the Post-Closing Adjustment. Subject to Section 11.01, if the Post-Closing Adjustment is a negative number, the ▇▇▇▇▇▇▇▇▇ ▇▇ Parties will promptly pay to New Holdco in excess of cash an amount equal to the Excess Cash AmountPost-Closing Adjustment.

Post-Closing Adjustment. (ai) Within 90 days following after the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller the Sellers’ Representative a consolidated statement setting forth its calculation of Closing Working Capital, which statement shall contain an audited balance sheet of IDB Buyer and the IDB Subsidiaries Company as of the Closing Date (without giving effect to the Estimated Available Cash Allocation) transactions contemplated herein), a calculation of Closing Working Capital (the "IDB “Closing Working Capital Statement”) and a certificate executed by an executive officer of Buyer (solely in his or her capacity of such) that the Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be Working Capital Statement was prepared in conformity accordance with GAAP applied on a basis accounting principles consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used applied in the preparation of the balance sheet for the fiscal year ended December 31Letter of Understanding dated November 3, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller2016. (ii) if any of The post-closing adjustment shall be an amount equal to the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in Closing Working Capital minus the Estimated Available Cash Allocation were Closing Working Capital (the “Post-Closing Adjustment”). The Escrow Agreement shall provide that if the Post-Closing Adjustment is a negative number then the Escrow Agent shall promptly, but in excess any event on or prior to the 5th Business Day following the receipt of written instructions to the corresponding amounts that should have been transferred or retained by Escrow Agent from the Seller Retained Subsidiaries as provided in the Final Available Cash AllocationBuyer, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay release the amount of such excess(es) Post-Closing Adjustment from the escrow account to IDB Buyer. Notwithstanding the foregoing Buyer in immediately available funds and for the avoidance remaining Escrow Amount, if any, shall be reduced by the amount of doubtsuch Post-Closing Adjustment; provided, however, that any such Post-Closing Adjustment may, in no event the Buyer’s sole discretion, be set off against any Earnout Amounts earned pursuant to Section 2.08. If the Post-Closing Adjustment is a positive amount (any such positive amount, the “Working Capital Surplus”), then the Buyer shall pay directly to each Seller be required to pay an amount in excess equal to such Seller’s Pro Rata Share of the Excess Cash AmountWorking Capital Surplus (the “Sellers’ Working Capital Payment”).

Post-Closing Adjustment. Within one hundred twenty (a120) Within 90 days following after the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet reconciliation statement (the “Reconciliation Statement”) of the Seller Retained Subsidiaries as Real Estate Taxes, Rent, Operating Expenses and Seller’s Utilities for the Property (collectively, the “Prorated Items”) for the period starting January 1 of the calendar year in which Closing occurs and ending on the Closing Date (giving effect to the Estimated Available Cash Allocation) (the "Seller “Seller’s Closing Balance Sheet"Year Ownership Period”), which Reconciliation Statement shall be prepared include reasonable back-up documentation for the Prorated Items attributable to Seller’s Closing Year Ownership Period (to the extent in conformity with GAAP applied on a basis consistent with the preparation of, Seller’s possession) and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation shall set forth calculations of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, Tenants’ payments made and which shall include outstanding amounts owed by such Tenants relative to such Prorated Items. For a calculation period of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 up to thirty (30) days following the Closing DateSeller’s delivery of such Reconciliation Statement, IDB Seller and Buyer shall prepare use commercially reasonable efforts to resolve any issues with respect to such Reconciliation Statement and deliver to Seller a consolidated balance sheet agree upon such Reconciliation Statement. By not later than thirty (30) days after the agreement of IDB Buyer and Seller on the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheetfinalized Reconciliation Statement, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide remit to the other Party a notice setting forthparty any adjusting payment necessary to effectuate the intention of this Section 13 that the Prorated Items shall have been prorated as of the Closing Date, with Seller responsible for Real Estate Taxes, Operating Expenses and Seller’s Utilities and entitled to Rent attributable to the period prior to the Closing Date and ▇▇▇▇▇ responsible for Real Estate Taxes, Operating Expenses and Seller’s Utilities and entitled to Rent attributable to the period on and after the Closing Date, in detaileach case except as expressly provided by this Section 13. Thereafter, ▇▇▇▇▇ shall be solely responsible for performing any good faith dispute reconciliations with Tenants under the Leases, whether attributable to Seller’s Closing Year Ownership Period or otherwise. Except as to any item or amount reflected expressly provided in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth thereinthis Section 13(e), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later adjustment after Closing of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts prorations that were transferred or retained by the IDB Subsidiaries made at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to SellerClosing. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (a) Within 90 days following the The Post-Closing Date, Seller Adjustment shall prepare and deliver be paid to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the Closing (giving effect Parent or to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods Company Holders as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effectedfollows: (i) if If the Post-Closing Adjustment is a positive amount, then Parent shall promptly (and no later than five (5) Business Days following final determination thereof) pay to each Company Holder through the Paying Agent pursuant to the Paying Agent Agreement in cash an amount equal to the product of (A) the Post-Closing Adjustment multiplied by (B) such Company Holder’s Specified Percentage in accordance with the instructions provided in such Company Holder’s Letter of Transmittal; provided that, any amount to be paid to an Optionholder or to a holder of Company Restricted Stock pursuant to this paragraph shall instead be paid to the amounts that were transferred or retained Surviving Corporation and then promptly (but in no event later than four (4) Business Days after such determination) remitted by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess Surviving Corporation to any such Optionholder or holder of the corresponding amounts that should have been transferred Company Restricted Stock by check, direct deposit or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount wire transfer of such excess(es) to Sellerimmediately available funds. (ii) if any If the Post-Closing Adjustment is a negative amount, then, subject to the Letter Agreement, Parent and the Company Holders’ Representative shall promptly (and no later than four (4) Business Days following the final determination thereof) provide a joint written instruction to the Escrow Agent to deliver promptly from the Adjustment Escrow Account to Parent an amount equal to the lesser of the amounts that were transferred or retained by Post-Closing Adjustment and the Seller Retained Subsidiaries as provided in Adjustment Escrow Amount, up to the Estimated Available Cash Allocation were in excess full amount of the corresponding amounts that should have been transferred or retained by Adjustment Escrow Amount. (iii) If the Seller Retained Subsidiaries as provided Post-Closing Adjustment is zero, no payment in the Final Available Cash Allocation, then Seller shall respect thereof will be made. (or shall cause the applicable Seller Retained Subsidiaries toiv) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess Payments of the Excess Cash AmountPost-Closing Adjustment as a result of this Section 3.13 will be deemed adjustments to the Merger Consideration.

Post-Closing Adjustment. (a) Within 90 As soon as practicable, but no later than sixty (60) days following after the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller Parent a consolidated balance sheet statement (the “Closing Statement”) setting forth Buyer’s calculation of IDB Buyer (i) the Closing Date Cash, (ii) the Closing Date Indebtedness, (iii) the Closing Date Working Capital and (iv) the IDB Subsidiaries as “Final Purchase Price”, which shall equal (A) the Base Payment, plus (B) the amount of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Date Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure minus (C) the amount of Available Cashthe Closing Date Indebtedness, plus (D) the Closing Date Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgmentsAdjustment (which, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, may be a positive or negative number). Buyer’s calculations set forth in no event the Closing Statement (collectively, the “Proposed Purchase Price Calculations”) shall Seller be required delivered with reasonable supporting detail with respect to pay an amount the calculation of such amounts. If Buyer does not deliver a Closing Statement to Parent within such sixty (60)-day period, the Closing Notice and applicable calculations set forth therein shall conclusively be deemed to be the Closing Statement; it being understood that Parent shall have the right to deliver a Purchase Price Dispute Notice and exercise its rights set forth in excess this Section 2.08 in respect of such deemed Closing Statement to reflect a more accurate calculation of the Excess Cash AmountFinal Purchase Price as compared to the calculation of the Estimated Purchase Price as set forth in the Closing Notice. (b) Within forty-five (45) days of receipt of the Closing Statement, Parent may provide written notice to Buyer disputing all or a part of the Proposed Purchase Price Calculations (such notice, a “Purchase Price Dispute Notice”). If Parent does not provide a Purchase Price Dispute Notice to Buyer within such forty-five (45)-day period, then the parties agree that the Proposed Purchase Price Calculations set forth in the Closing Statement shall be deemed final and binding on the parties hereto. If a Purchase Price Dispute Notice is provided to Buyer, then Buyer and Parent shall use commercially reasonable efforts to resolve the disputed items during the thirty (30)-day period commencing on the date of Buyer’s receipt of the Purchase Price Dispute Notice (the “Resolution Period”). In the event that Buyer and Parent resolve in writing all disputed items within the Resolution Period, such amounts so agreed in writing by Buyer and Parent will be final and binding on the parties hereto. (c) If Parent and Buyer do not agree upon a final resolution with respect to any disputed items within the Resolution Period, then the remaining items in dispute shall be submitted immediately to a mutually agreeable accounting firm to be determined by Parent and Buyer, or, if such firm declines to be retained to resolve the dispute, another nationally recognized, independent accounting firm reasonably acceptable to Buyer and Parent (in either case, the “Accounting Firm”). The parties agree to instruct the Accounting Firm to render a determination of the applicable dispute within forty-five (45) days after referral of the matter to such Accounting Firm, which determination must be 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 Parent and Buyer as promptly as reasonably practicable, acting reasonably and in good faith, and any associated engagement fees shall be initially borne fifty percent (50%) by Parent and fifty percent (50%) by Buyer; provided that such fees shall ultimately be borne by Parent and Buyer in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the disputed items. For example, should the items in dispute total in amount to $1,000 and the Accounting Firm awards $600 in favor of Parent’s position, sixty percent (60%) of the costs of its review would be borne by Buyer and forty percent (40%) of the costs would be borne by Parent. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties hereto in connection with resolving any dispute hereunder before the Accounting Firm shall be borne by the party incurring such cost and expense. In resolving the disputed items, the Accounting Firm (A) shall be bound by the provisions of this Section 2.08, (B) shall act as expert and not as arbitrator, (C) may not assign a value to any item greater than the greatest value claimed for such item or less than the smallest value for such item claimed by either Buyer or Parent and (D) shall limit its decision to such items as are in dispute and to only those adjustments as are necessary for the Proposed Purchase Price Calculations to comply with the provisions of this Agreement. Such determination of the Accounting Firm shall, absent manifest error or fraud, be conclusive, final and binding upon the parties hereto. (d) The parties agree that they will, and agree to cause their respective Representatives to, cooperate and assist in the calculation of the Final Purchase Price and in the conduct of the review by the Accounting Firm of any proposed calculations of the Final Purchase Price or the components thereof, including the making available, to the extent necessary, of books, records, work papers and personnel. (e) If the Final Purchase Price is equal to or greater than the Estimated Purchase Price, then Buyer shall promptly (but in any event within ten (10) Business Days after the date on which the Final Purchase Price is determined pursuant to this Section 2.08) pay to Parent or any other Affiliate of Parent as designated by Parent in writing, an aggregate cash amount equal to such excess (if any), by wire transfer of immediately available funds to the account or accounts as directed by Parent in the Closing Notice (or such other accounts as Parent shall designate in writing to Buyer). (f) If the Estimated Purchase Price is greater than the Final Purchase Price, then Parent shall promptly (but in any event within ten (10) Business Days after the date on which the Final Purchase Price is determined pursuant to this Section 2.08) pay to Buyer an aggregate cash amount equal to such excess (if any), by wire transfer of immediately available funds to the account or accounts as Buyer shall designate in writing to Parent. (g) Any amount paid pursuant to this Section 2.08 shall be treated as an adjustment to the Closing Payment for tax reporting purposes.

Post-Closing Adjustment. (a) Within 90 ninety (90) days following after the Closing Date, Seller Sellers shall prepare prepare, or cause to be prepared, and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries calculation as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet")Date, which statement shall be prepared in conformity accordance with GAAP GAAP, consistently applied on a basis consistent with the preparation ofby Sellers, except as otherwise required by this Agreement, and using shall set forth the same accounting methodsCurrent Assets and Current Liabilities of Sellers as of the Closing Date and the Average Eight Month EBUs as of the Closing Date (the "Preliminary Closing Adjustment Statement"), policiestogether with a copy of any working papers relating to such Preliminary Closing Adjustment Statement and such other supporting evidence as Buyer may reasonably request either prior to or after the delivery thereof. Buyer shall cooperate in providing to Sellers all relevant books, practices, procedures records and estimation methods as those used personnel of the CATV Business in order to facilitate the preparation of the balance sheet for Preliminary Closing Adjustment Statement and shall have the fiscal year ended December 31, 2013, included in right to examine all records used to prepare the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Preliminary Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated balance sheet of IDB Buyer and the IDB Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common EquityAdjustment Statement. (b) Following delivery In the event that Sellers fail to deliver to Buyer the Preliminary Closing Adjustment Statement within such 90-day period, then Buyer shall be entitled to deliver to Sellers the Preliminary Closing Adjustment Statement, in which case the provisions of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior this Section 2.05 relating to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected parties' roles in the Seller Closing Balance Sheet (including the calculations of Available Cash preparation and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party review process shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a)reversed. (c) For 30 In the event Buyer determines that the Preliminary Closing Adjustment Statement does not accurately reflect the final calculation of the Purchase Price or the adjustments and prorations to be made to the Base Price in accordance with this Agreement, Buyer shall, within forty-five (45) days after the later delivery receipt of the Dispute Notice by Seller or IDB Preliminary Closing Adjustment Statement, so inform Sellers in writing (the "Buyer's Objection"), Seller setting forth the basis of the Buyer's Objection. In the event of the Buyer's Objection, Buyer and IDB Buyer Sellers shall endeavor in good faith attempt to resolve by mutual agreement all Disputed Itemsthe differences underlying the Buyer's Objection within thirty (30) days of Sellers' receipt thereof. If, for any reason, Seller If Sellers and IDB Buyer are unable to resolve any Disputed Item all their differences within such 30 thirty (30) day period, Seller they shall refer their remaining differences to Ernst & Young, certified public accountants, or such other nationally recognized firm of independent public accountants as to which Buyer and IDB Buyer shall engage Deloitte & Touche LLP Sellers may mutually agree (the "Independent Accountant ArbitratorCPA Firm"), who shall, acting as experts and not as arbitrators, determine on the basis of the standard set forth in Section 2.04(a) hereof and only with respect to the remaining differences so submitted, whether and to what extent, if any, the Preliminary Closing Adjustment Statement requires adjustment. The CPA Firm will base its determination only on evidence brought to it by the parties and shall not conduct an audit, but may conduct such testing procedures as it determines are appropriate to make a such determination as on the evidence brought to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling it. The CPA Firm shall deliver its written determination to serve in this capacity, then Seller Buyer and IDB Buyer shall within 14 Sellers no later than 60 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection remaining differences underlying the Buyer's Objection are referred to the CPA Firm. The CPA Firm's determination shall be made pursuant to conclusive and binding upon the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunderparties. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessary. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item shall be an amount within the range established with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, and the applicable Dispute Notice, on the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.

Post-Closing Adjustment. (ai) Within 90 sixty (60) days following after the Closing Date, Seller shall prepare and deliver to IDB Buyer a consolidated balance sheet of the Seller Retained Subsidiaries as of the Closing (giving effect to the Estimated Available Cash Allocation) (the "Seller Closing Balance Sheet"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the Seller Retained Subsidiaries and Working Capital derived from the items and amounts on such balance sheet. Within 90 days following the Closing Date, IDB Buyer shall prepare and deliver to Seller a consolidated statement (the “Closing Working Capital Statement”), which includes the final balance sheet of IDB Buyer Seller as of immediately prior to the Closing (the “Closing Balance Sheet”), together with a statement setting forth Buyer’s calculation of Closing Working Capital. The Closing Working Capital Statement shall be determined in accordance with the Closing Working Capital Methodology. (ii) The Preliminary Purchase Price shall be adjusted consistent with Section 2.05 based on the Estimated Closing Capital and shall be subject to further adjustment after the IDB Subsidiaries Closing as set forth in this Section 2.07, based upon the Closing Working Capital. Upon determination by the Parties of the Closing (giving effect Working Capital, pursuant to this Section 2.07, the Preliminary Purchase Price shall be increased by the amount, if any, by which the Closing Working Capital exceeds the Estimated Available Cash Allocation) (the "IDB Buyer Closing Balance Sheet" and together with the Seller Closing Balance Sheet, the "Closing Balance Sheets"), which shall be prepared in conformity with GAAP applied on a basis consistent with the preparation of, and using the same accounting methods, policies, practices, procedures and estimation methods as those used in the preparation of the balance sheet for the fiscal year ended December 31, 2013, included in the GFI Financial Statements, and which shall include a calculation of Available Cash at the IDB Subsidiaries and Tangible Common Equity, in each case derived from the items and amounts on such balance sheet. The Parties agree that the purpose of preparing the Closing Balance Sheets and determining the Available Cash, Working Capital and Tangible Common Equity and the related adjustment contemplated or decreased by this Section 2.7 is to measure the amount of Available Cash, Working Capital and Tangible Common Equity and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheets or determining Available Cash, Working Capital and Tangible Common Equity. (b) Following delivery of the Seller Closing Balance Sheet and the IDB Buyer Closing Balance Sheet and prior to the deadline for delivering a Dispute Notice, each of Seller and IDB Buyer will provide the other Party and its Representatives with reasonable access to the books and records, personnel and related work papers of Seller or IDB Buyer, as applicable, in connection with such other Party's review of the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable. Each of Seller and IDB Buyer shall have 45 days after the later delivery of the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet in which to provide to the other Party a notice setting forth, in detail, any good faith dispute as to any item or amount reflected in the Seller Closing Balance Sheet (including the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (including the calculations of Available Cash and Tangible Common Equity set forth therein), as applicable, and the basis for such dispute together with such Party's calculation of such item or amount in dispute (the "Dispute Notice", and each item or amount on the Dispute Notice, a "Disputed Item"). Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a). (c) For 30 days after the later delivery of the Dispute Notice by Seller or IDB Buyer, Seller and IDB Buyer shall endeavor in good faith to resolve by mutual agreement all Disputed Items. If, for any reason, Seller and IDB Buyer are unable to resolve any Disputed Item within such 30 day period, Seller and IDB Buyer shall engage Deloitte & Touche LLP (the "Independent Accountant Arbitrator") to make a determination as to the Disputed Items; provided that if the Independent Accountant Arbitrator is unable or unwilling to serve in this capacity, then Seller and IDB Buyer shall within 14 days after the end of such 30 day period agree on an alternate independent accounting firm or in default thereof such selection shall be made pursuant to the rules of the American Arbitration Association, which accounting firm shall be the "Independent Accountant Arbitrator" hereunder. The fees, costs and expenses of the Independent Accountant Arbitrator will be borne by Seller and IDB Buyer in relative proportion to the amount by which the aggregate calculation of Estimated Closing Working Capital exceeds the Disputed Items by each of them differs from the calculation to be made by the Independent Accountant Arbitrator. (d) If there is a referral to the Independent Accountant Arbitrator, each of Seller and IDB Buyer agrees, if requested by the Independent Accountant Arbitrator, to execute a reasonable engagement letter and shall submit to the Independent Accountant Arbitrator not later than ten Business Days after its appointment, a written statement summarizing its position on the Disputed Items, together with such supporting documentation as it deems necessaryClosing Working Capital. The Independent Accountant Arbitrator shall act as an arbitrator to determine, based solely on the materials submitted and presentations by Seller and IDB Buyer, and not by independent review, only the Disputed Items that have not been settled by negotiation, and its determination with respect to each Disputed Item “Post-Closing Adjustment” shall be an amount within equal to the range established Closing Working Capital minus the Estimated Closing Working Capital. If the Post-Closing Adjustment is a positive number, Buyer shall pay to Seller an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Seller Parties shall pay to Buyer an amount equal to the Post-Closing Adjustment. The Preliminary Purchase Price as so adjusted pursuant to this Section 2.07, plus any amount released to Seller from the Escrow Fund in accordance with respect to such Disputed Item by Seller's or IDB Buyer's calculation in the Seller Closing Balance Sheet or IDB Buyer Closing Balance Sheet, as applicable, on the one hand, this Agreement and the applicable Dispute NoticeEscrow Agreement, on is referred to as the other hand. Seller and IDB Buyer shall instruct the Independent Accountant Arbitrator to render its decision within 30 days of its appointment or as soon thereafter as is reasonably practicable. The decision/award of the Independent Accountant Arbitrator as to the Disputed Items shall be final and binding on, and shall not be subject to appeal by, Seller and IDB Buyer or any other Person, and may be entered and enforced as provided in Section 9.9“Purchase Price. (e) No later than 30 days following the later of the final determination of the Seller Closing Balance Sheet (and the calculations of Available Cash and Working Capital set forth therein) or the IDB Buyer Closing Balance Sheet (and the calculations of Available Cash and Tangible Common Equity set forth therein) (such items being "final" after giving effect to the items and amounts accepted or deemed to have been accepted by either Seller or IDB Buyer, Disputed Items settled by negotiation and Disputed Items finally determined by the Independent Accountant Arbitrator; such final calculations being the "Final Available Cash Allocation"), the following adjustments shall be effected: (i) if any of the amounts that were transferred or retained by the IDB Subsidiaries at Closing as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the IDB Subsidiaries as provided in the Final Available Cash Allocation, then IDB Buyer shall (or shall cause the applicable IDB Subsidiaries to) pay the amount of such excess(es) to Seller. (ii) if any of the amounts that were transferred or retained by the Seller Retained Subsidiaries as provided in the Estimated Available Cash Allocation were in excess of the corresponding amounts that should have been transferred or retained by the Seller Retained Subsidiaries as provided in the Final Available Cash Allocation, then Seller shall (or shall cause the applicable Seller Retained Subsidiaries to) pay the amount of such excess(es) to IDB Buyer. Notwithstanding the foregoing and for the avoidance of doubt, in no event shall Seller be required to pay an amount in excess of the Excess Cash Amount.”