Common use of Post-Closing Adjustments to the Purchase Price Clause in Contracts

Post-Closing Adjustments to the Purchase Price. (i) Within 10 Business Days after the later of the acceptance of the Adjustment Financial Statements by PentaStar and the Shareholders or the resolution of any disputes under Section 2.1(p), as the case may be, the Purchase Price will be redetermined as provided in Section 2.1(k) based on the Net Cash Adjustment reflected in the Adjustment Financial Statements. An appropriate adjusting payment shall be made by PentaStar to the Shareholders or by the Shareholders to PentaStar, as the case may be, so that the Purchase Price actually paid by PentaStar equals the Purchase Price as so redetermined. Any such adjusting payment shall be made 50% in cash and 50% in PentaStar Common Stock, and for that purpose the PentaStar Common Stock shall be valued at its Fair Market Value as of the Closing Date. If an adjusting payment is due from PentaStar, the shares of PentaStar Common Stock included in the payment shall be delivered to the Shareholders and by the Shareholders to the Escrow Agent for addition to the Escrow Deposit. If an adjusting payment is due from the Shareholders, PentaStar and the Shareholders' Agent shall execute joint written instructions to the Escrow Agent to deliver the shares of PentaStar Common Stock included in such payment to PentaStar from the Escrow Deposit. If the Audited Effective Date Balance Sheet reflects Excluded Liabilities that existed as of the Effective Date (other than rent not then due and payable under the Premises Lease) that have not previously been paid by the Shareholders, such Excluded Liabilities shall be paid at the time the adjusting payment is made under this Section 2.1(m)(i), either by PentaStar out of the cash portion of any adjusting payment due from it hereunder or, if no such payment is due or if the cash portion of such payment is less than the unpaid Excluded Liabilities, by the Shareholders. If PentaStar has previously paid any such Excluded Liability, it shall be reimbursed for such payment at the time the adjusting payment is made under this Section 2.1(m)(i), either by offset against the cash portion of any adjusting payment due hereunder or, if no such payment is due or if the cash portion of such payment is less than the reimbursement amount, by the Shareholders. (ii) As among themselves, the Shareholders will be liable for all amounts payable by the Shareholders under this Section 2.1(m) in proportion to their ownership of Company Shares prior to the Closing. As between the Shareholders and PentaStar, the Shareholders will be jointly and severally liable for any amounts payable by the Shareholders under this Section 2.1(m). Any adjustment in the Purchase Price made under this Section 2.1(m) will be allocated as an adjustment to the consideration paid for the Company Shares.

Post-Closing Adjustments to the Purchase Price. (i) Within 10 Business Days after the later of the acceptance of the Adjustment Financial Statements by PentaStar Closing Date Balance Sheet and the Shareholders Interim Period Cash Flow Statement by the Shareholders' Agent or the resolution of any disputes under Section 2.1(p2.1(o), as the case may be, the Purchase Price will shall be redetermined as provided in Section 2.1(k2.1(k)(i) based on the Net Closing Date Balance Sheet rather than the Estimated Closing Date Balance Sheet, and based upon the Interim Period Cash Adjustment reflected in Flow Statement rather than the Adjustment Financial Statements. An Estimated Interim Period Cash Flow Statement, and an appropriate adjusting cash payment shall be made by PentaStar to the Shareholders or by the Shareholders Shareholders, jointly and severally, to PentaStar, as the case may be, so that the Purchase Price actually paid by PentaStar equals the Purchase Price as so redetermined. Any such adjusting payment shall be made 50% in cash and 50% in PentaStar Common Stock, and for that purpose determined on the PentaStar Common Stock shall be valued at its Fair Market Value as basis of the Closing Date. If an adjusting payment is due from PentaStar, the shares of PentaStar Common Stock included in the payment shall be delivered to the Shareholders and by the Shareholders to the Escrow Agent for addition to the Escrow Deposit. If an adjusting payment is due from the Shareholders, PentaStar Date Balance Sheet and the Shareholders' Agent shall execute joint written instructions to the Escrow Agent to deliver the shares of PentaStar Common Stock included in such payment to PentaStar from the Escrow DepositInterim Period Cash Flow Statement. If the Audited Effective Closing Date Balance Sheet reflects Excluded Closing Date Liabilities that existed as of the Effective Date (other than rent not then due and payable under the Premises Lease) that have not previously been paid by the Shareholders, such Excluded Closing Date Liabilities shall be paid at the time the adjusting payment is made under this Section 2.1(m)(i2.1(m), either by PentaStar out of the cash portion of any adjusting payment due from it hereunder or, if no such payment is due or if the cash portion of such payment is less than the unpaid Excluded Closing Date Liabilities, by the Shareholders, jointly and severally. If PentaStar the Acquiror has previously paid any such Excluded Closing Date Liability, it shall be reimbursed for such said payment at the time the adjusting payment is made under this Section 2.1(m)(i2.1(m), either by offset against the cash portion of any adjusting payment due hereunder or, if no such payment is due or if the cash portion of such payment is less than the reimbursement amount, by the Shareholders. (ii) As among themselves, the Shareholders will be liable for all amounts payable by the Shareholders under this Section 2.1(m) in proportion to their ownership of Company Shares prior to the Closing. As between the Shareholders and PentaStar, the Shareholders will be jointly and severally liable for any amounts payable by the Shareholders under this Section 2.1(m)severally. Any adjustment in the Purchase Price made under this Section 2.1(m) will shall be allocated as an adjustment to the consideration paid for the Company Shares.

Post-Closing Adjustments to the Purchase Price. (i) Within 10 Business Days after the later of the acceptance of the Adjustment Financial Statements by PentaStar Closing Date Balance Sheet and the Shareholders Interim Period Cash Flow Statement by the Shareholder or the resolution of any disputes under Section 2.1(p2.1(o), as the case may be, the Cash Portion of the Purchase Price will shall be redetermined as provided in Section 2.1(k2.1(k)(i) based on the Net Closing Date Balance Sheet rather than the Estimated Closing Date Balance Sheet, and based upon the Interim Period Cash Adjustment reflected in Flow Statement rather than the Adjustment Financial Statements. An Estimated Interim Period Cash Flow Statement, and an appropriate adjusting cash payment shall be made by PentaStar the Surviving Corporation to the Shareholders Shareholder or by the Shareholders Shareholder to PentaStarthe Surviving Corporation, as the case may be, so that the Cash Portion of the Purchase Price actually paid by PentaStar equals the Cash Portion of the Purchase Price as so redetermined. Any such adjusting payment shall be made 50% in cash and 50% in PentaStar Common Stock, and for that purpose determined on the PentaStar Common Stock shall be valued at its Fair Market Value as basis of the Closing Date. If an adjusting payment is due from PentaStar, the shares of PentaStar Common Stock included in the payment shall be delivered to the Shareholders and by the Shareholders to the Escrow Agent for addition to the Escrow Deposit. If an adjusting payment is due from the Shareholders, PentaStar Date Balance Sheet and the Shareholders' Agent shall execute joint written instructions to the Escrow Agent to deliver the shares of PentaStar Common Stock included in such payment to PentaStar from the Escrow DepositInterim Period Cash Flow Statement. If the Audited Effective Closing Date Balance Sheet reflects Excluded Closing Date Liabilities that existed as of the Effective Date (other than rent not then due and payable under the Premises Lease) that have not previously been paid by the ShareholdersShareholder, such Excluded Closing Date Liabilities shall be paid at the time the adjusting payment is made under this Section 2.1(m)(i2.1(m), either by PentaStar the Surviving Corporation out of the cash portion of any adjusting payment due from it hereunder or, if no such payment is due or if the cash portion of such payment is less than the unpaid Excluded Closing Date Liabilities, by the ShareholdersShareholder. If PentaStar the Surviving Corporation has previously paid any such Excluded Closing Date Liability, it shall be reimbursed for such said payment at the time the adjusting payment is made under this Section 2.1(m)(i2.1(m), either by offset against the cash portion of any adjusting payment due hereunder or, if no such payment is due or if the cash portion of such payment is less than the reimbursement amount, by the Shareholders. (ii) As among themselves, the Shareholders will be liable for all amounts payable by the Shareholders under this Section 2.1(m) in proportion to their ownership of Company Shares prior to the Closing. As between the Shareholders and PentaStar, the Shareholders will be jointly and severally liable for any amounts payable by the Shareholders under this Section 2.1(m)Shareholder. Any adjustment in the Purchase Price made under this Section 2.1(m) will shall be allocated as an adjustment to the consideration paid for the Company Shares.

Post-Closing Adjustments to the Purchase Price. (i) Within 10 Business Days after the later of the acceptance of the Adjustment Financial Statements Closing Date Balance Sheet by PentaStar and the Shareholders Company or the resolution of any disputes under Section 2.1(p2.3(c), as the case may be, the Clause (A) Amount of the Purchase Price will shall be redetermined as provided in Section 2.1(k2.3(a)(i) based on the Net Cash Adjustment reflected in Closing Date Balance Sheet rather than the Adjustment Financial Statements. An Estimated Closing Date Balance Sheet, and an appropriate adjusting payment shall be made by PentaStar the Acquiror to the Shareholders Company or by the Shareholders Company to PentaStarthe Acquiror, as the case may be, so that the Clause (A) Amount of the Purchase Price actually paid by PentaStar the Acquiror equals the Clause (A) Amount of the Purchase Price as so redetermined. Any such adjusting payment shall be made 50% in cash and 50% in PentaStar Common Stock, and for that purpose determined on the PentaStar Common Stock shall be valued at its Fair Market Value as basis of the Closing Date. If an adjusting payment is due from PentaStar, the shares of PentaStar Common Stock included in the payment shall be delivered to the Shareholders and by the Shareholders to the Escrow Agent for addition to the Escrow Deposit. If an adjusting payment is due from the Shareholders, PentaStar and the Shareholders' Agent shall execute joint written instructions to the Escrow Agent to deliver the shares of PentaStar Common Stock included in such payment to PentaStar from the Escrow DepositDate Balance Sheet. If the Audited Effective Closing Date Balance Sheet reflects Excluded Closing Date Liabilities that existed as of the Effective Date (other than rent not then due and payable under the Premises Lease) that have not previously been paid by the ShareholdersCompany, such Excluded Closing Date Liabilities shall be paid at the time the adjusting payment is made under this Section 2.1(m)(i), 2.3(a)(vi) either by PentaStar the Acquiror out of the cash portion of any adjusting payment due from it hereunder or, if no such payment is due or if the cash portion of such payment is less than the unpaid Excluded Closing Date Liabilities, by the ShareholdersCompany. If PentaStar the Acquiror has previously paid any such Excluded Closing Date Liability, it shall be reimbursed for such said payment at the time the adjusting payment is made under this Section 2.1(m)(i), 2.3(a)(vi) either by offset against the cash portion of any adjusting payment due hereunder or, if no such payment is due or if the cash portion of such payment is less than the reimbursement amount, by the Shareholders.Company. The form of any adjusting payment made pursuant to this Section 2.3(a)(vi) shall be as follows: (iiA) As among themselvesif the adjusting payment is made in respect of a working capital item (cash, accounts receivable, accounts payable or current liabilities), then the Shareholders will form of the adjusting payment shall first be liable for all amounts payable cash (subject, in the case of an adjusting payment by the Shareholders under this Section 2.1(m) in proportion to their ownership of Company Shares prior Acquiror to the Closing. As between Company, to the Shareholders $1,900,000 cash limitation set forth in Section 2.3(a)(i)); and PentaStar(B) if the adjusting payment is made in respect of a non-working capital item, then the Shareholders will form of the adjusting payment shall be jointly and severally liable for any amounts payable made in cash (subject, in the case of an adjusting payment by the Shareholders under this Section 2.1(m). Any adjustment in the Purchase Price made under this Section 2.1(m) will be allocated as an adjustment Acquiror to the consideration Company, to the $1,900,000 cash limitation set forth in Section 2.3(a)(i)) and shares of PentaStar Common Stock, on the same proportionate basis as cash and shares of PentaStar Common Stock were paid for at the Company SharesClosing.

Post-Closing Adjustments to the Purchase Price. (i) Within 10 Business Days after the later of the acceptance of the Adjustment Financial Statements Closing Date Balance Sheet by PentaStar and the Shareholders or the resolution of any disputes under Section 2.1(p2.1(o), as the case may be, the Cash Portion of the Purchase Price will be redetermined as provided in Section 2.1(k2.1(k)(i) based on the Net Cash Adjustment reflected in Closing Date Balance Sheet rather than the Adjustment Financial Statements. An Estimated Closing Date Balance Sheet, and an appropriate adjusting cash payment shall be made by PentaStar the Surviving Corporation to the Shareholders or by the Shareholders to PentaStarthe Surviving Corporation, as the case may be, so that that, subject to the penultimate sentence of Section 2.1(k)(i), the Cash Portion of the Purchase Price actually paid by PentaStar the Surviving Corporation equals the Cash Portion of the Purchase Price as so redetermined. Any such adjusting payment shall be made 50% in cash and 50% in PentaStar Common Stock, and for that purpose determined on the PentaStar Common Stock shall be valued at its Fair Market Value as basis of the Closing Date. If an adjusting payment is due from PentaStar, the shares of PentaStar Common Stock included in the payment shall be delivered to the Shareholders and by the Shareholders to the Escrow Agent for addition to the Escrow Deposit. If an adjusting payment is due from the Shareholders, PentaStar and the Shareholders' Agent shall execute joint written instructions to the Escrow Agent to deliver the shares of PentaStar Common Stock included in such payment to PentaStar from the Escrow DepositDate Balance Sheet. If the Audited Effective Closing Date Balance Sheet reflects Excluded Closing Date Liabilities that existed as of the Effective Date (other than rent not then due and payable under the Premises Lease) that have not previously been paid by the Shareholders, such Excluded Closing Date Liabilities shall be paid at the time the adjusting payment is made under this Section 2.1(m)(i), either by PentaStar the Surviving Corporation out of the cash portion of any adjusting payment due from it hereunder or, if no such payment is due or if the cash portion of such payment is less than the unpaid Excluded Closing Date Liabilities, by the Shareholders. If PentaStar or the Surviving Corporation has previously paid any such Excluded Closing Date Liability, it shall be reimbursed for such said payment at the time the adjusting payment is made under this Section 2.1(m)(i), either by offset against the cash portion of any adjusting payment due hereunder or, if no such payment is due or if the cash portion of such payment is less than the reimbursement amount, by the Shareholders. (ii) As among themselves, the Shareholders will be liable for all amounts payable by the Shareholders under this Section 2.1(m) in proportion to their ownership of Company Shares prior to the Closing. As between the Shareholders and PentaStarPentaStar or the Surviving Corporation, the Shareholders will be jointly and severally liable for any amounts payable by the Shareholders under this Section 2.1(m). Any adjustment in the Purchase Price made under this Section 2.1(m) will be allocated as an adjustment to the consideration paid for the Company Shares.

Post-Closing Adjustments to the Purchase Price. (i) Within 10 Business Days after the later of the acceptance of the Adjustment Financial Statements by PentaStar Closing Date Balance Sheet and the Shareholders Interim Period Cash Flow Statement by the Company or the resolution of any disputes under Section 2.1(p2.3(f), as the case may be, the Cash Portion of the Purchase Price will shall be redetermined as provided in Section 2.1(k2.3(a)(i) based on the Net Closing Date Balance Sheet rather than the Estimated Closing Date Balance Sheet, and based upon the Interim Period Cash Adjustment reflected in Flow Statement rather than the Adjustment Financial Statements. An Estimated Interim Period Cash Flow Statement, and an appropriate adjusting cash payment shall be made by PentaStar the Acquiror to the Shareholders Company or by the Shareholders Company to PentaStarthe Acquiror, as the case may be, so that the Cash Portion of the Purchase Price actually paid by PentaStar equals the Cash Portion of the Purchase Price as so redetermined. Any such adjusting payment determined on the basis of the Closing Date Balance Sheet and the Interim Period Cash Flow Statement; provided, however, that no adjustment shall be made 50% in cash and 50% in PentaStar Common Stock, and for that purpose the PentaStar Common Stock shall be valued at its Fair Market Value as respect of the Closing Date. If an adjusting payment is due from PentaStar, the shares of PentaStar Common Stock included in the payment shall be delivered to the Shareholders and by the Shareholders to the Escrow Agent for addition to the Escrow Deposit. If an adjusting payment is due from the Shareholders, PentaStar and the Shareholders' Agent shall execute joint written instructions to the Escrow Agent to deliver the shares of PentaStar Common Stock included in Interim Cash Requirement unless such payment to PentaStar from the Escrow Depositadjustment involves more than $1,000. If the Audited Effective Closing Date Balance Sheet reflects Excluded Closing Date Liabilities that existed as of the Effective Date (other than rent not then due and payable under the Premises Lease) that have not previously been paid by the ShareholdersCompany, such Excluded Closing Date Liabilities shall be paid at the time the adjusting payment is made under this Section 2.1(m)(i2.3(d), either by PentaStar the Acquiror out of the cash portion of any adjusting payment due from it hereunder or, if no such payment is due or if the cash portion of such payment is less than the unpaid Excluded Closing Date Liabilities, by the ShareholdersCompany. If PentaStar the Acquiror has previously paid any such Excluded Closing Date Liability, it shall be reimbursed for such said payment at the time the adjusting payment is made under this Section 2.1(m)(i2.3(d), either by offset against the cash portion of any adjusting payment due hereunder or, if no such payment is due or if the cash portion of such payment is less than the reimbursement amount, by the ShareholdersCompany. (ii) As among themselves, the Shareholders will be liable for all amounts payable by the Shareholders under this Section 2.1(m) in proportion to their ownership of Company Shares prior to the Closing. As between the Shareholders and PentaStar, the Shareholders will be jointly and severally liable for any amounts payable by the Shareholders under this Section 2.1(m). Any adjustment in the Purchase Price made under this Section 2.1(m) will be allocated as an adjustment to the consideration paid for the Company Shares.

Post-Closing Adjustments to the Purchase Price. (i) Within 10 Business Days after the later of the acceptance of the Adjustment Financial Statements Closing Date Balance Sheet by PentaStar and the Shareholders or the resolution of any disputes under Section 2.1(p2.1(o), as the case may be, the Purchase Price will number of Closing Shares shall be redetermined as provided in Section 2.1(k2.1(k)(i) based on the Net Cash Adjustment reflected in Closing Date Balance Sheet rather than the Adjustment Financial Statements. An Estimated Closing Date Balance Sheet, and an appropriate adjusting payment shall be made by PentaStar the Acquiror to the Shareholders or by the Shareholders to PentaStarthe Acquiror, as the case may be, so that the Purchase Price number of Closing Shares actually paid by PentaStar issued equals the Purchase Price as so redetermined. Any such adjusting payment shall number of Closing Shares to be made 50% in cash and 50% in PentaStar Common Stock, and for that purpose issued determined on the PentaStar Common Stock shall be valued at its Fair Market Value as basis of the Closing Date. If an adjusting payment is due from PentaStar, the shares of PentaStar Common Stock included in the payment shall be delivered to the Shareholders and by the Shareholders to the Escrow Agent for addition to the Escrow Deposit. If an adjusting payment is due from the Shareholders, PentaStar and the Shareholders' Agent shall execute joint written instructions to the Escrow Agent to deliver the shares of PentaStar Common Stock included in such payment to PentaStar from the Escrow DepositDate Balance Sheet. If the Audited Effective Closing Date Balance Sheet reflects Excluded Closing Date Liabilities that existed as of the Effective Date (other than rent not then due and payable under the Premises Lease) that have not previously been paid by the Shareholders, such Excluded Closing Date Liabilities shall be paid at the time the adjusting payment is made under this Section 2.1(m)(i2.1(m), either by PentaStar the Acquiror out of the cash portion of any adjusting payment due from it hereunder or, if no such payment is due or if the cash portion of such payment is less than the unpaid Excluded Closing Date Liabilities, by the Shareholders. If PentaStar the Acquiror has previously paid any such Excluded Closing Date Liability, it shall be reimbursed for such said payment at the time the adjusting payment is made under this Section 2.1(m)(i2.1(m), either by offset against the cash portion of any adjusting payment due hereunder or, if no such payment is due or if the cash portion of such payment is less than the reimbursement amount, by the Shareholders. (ii) As among themselves, the Shareholders will be liable for all amounts payable by the Shareholders under this Section 2.1(m) in proportion to their ownership of Company Shares prior to the Closing. As between the Shareholders and PentaStar, the Shareholders will be jointly and severally liable for any amounts payable by the Shareholders under this Section 2.1(m). Any adjustment in the Purchase Price made under this Section 2.1(m) will shall be allocated as an adjustment to the consideration paid for the Company Shares.

Post-Closing Adjustments to the Purchase Price. (i) Within 10 Business Days after the later of the acceptance of the Adjustment Financial Statements Closing Date Balance Sheet and the Interim Period Cash Flow Statement by PentaStar and the Shareholders or the resolution of any disputes under Section 2.1(p2.1(o), as the case may be, the Cash Portion of the Purchase Price will shall be redetermined as provided in Section 2.1(k2.1(k)(i) based on the Net Closing Date Balance Sheet rather than the Estimated Closing Date Balance Sheet, and based upon the Interim Period Cash Adjustment reflected in Flow Statement rather than the Adjustment Financial Statements. An Estimated Interim Period Cash Flow Statement, and an appropriate adjusting cash payment shall be made by PentaStar to the Shareholders or by the Shareholders to PentaStar, as the case may be, so that the Cash Portion of the Purchase Price actually paid by PentaStar equals the Cash Portion of the Purchase Price as so redetermined. Any such adjusting payment shall be made 50% in cash and 50% in PentaStar Common Stock, and for that purpose determined on the PentaStar Common Stock shall be valued at its Fair Market Value as basis of the Closing Date. If an adjusting payment is due from PentaStar, the shares of PentaStar Common Stock included in the payment shall be delivered to the Shareholders and by the Shareholders to the Escrow Agent for addition to the Escrow Deposit. If an adjusting payment is due from the Shareholders, PentaStar Date Balance Sheet and the Shareholders' Agent shall execute joint written instructions to the Escrow Agent to deliver the shares of PentaStar Common Stock included in such payment to PentaStar from the Escrow DepositInterim Period Cash Flow Statement. If the Audited Effective Closing Date Balance Sheet reflects Excluded Closing Date Liabilities that existed as of the Effective Date (other than rent not then due and payable under the Premises Lease) that have not previously been paid by the Shareholders, such Excluded Closing Date Liabilities shall be paid at the time the adjusting payment is made under this Section 2.1(m)(i2.1(m), either by PentaStar out of the cash portion of any adjusting payment due from it hereunder or, if no such payment is due or if the cash portion of such payment is less than the unpaid Excluded Closing Date Liabilities, by the Shareholders. If PentaStar has previously paid any such Excluded Closing Date Liability, it shall be reimbursed for such said payment at the time the adjusting payment is made under this Section 2.1(m)(i2.1(m), either by offset against the cash portion of any adjusting payment due hereunder or, if no such payment is due or if the cash portion of such payment is less than the reimbursement amount, by the Shareholders. (ii) As among themselves, the Shareholders will be liable for all amounts payable by the Shareholders under this Section 2.1(m) in proportion to their ownership of Company Shares prior to the Closing. As between the Shareholders and PentaStar, the Shareholders will be jointly and severally liable for any amounts payable by the Shareholders under this Section 2.1(m). Any adjustment in the Purchase Price made under this Section 2.1(m) will shall be allocated as an adjustment to the consideration paid for the Company Shares. If the Closing Date Balance Sheet reflects a breach of Section 3.1(e)(iv), then PentaStar shall be paid the amount thereof by payment at the time the adjusting payment is made under this Section 2.1(m), either by offset against any adjusting payment due hereunder or, if no such payment is due or such payment is less than the breach amount, by the Shareholders.

Post-Closing Adjustments to the Purchase Price. (i) Within 10 Business Days after the later of the acceptance of the Adjustment Financial Statements Closing Date Balance Sheet and the Interim Period Cash Flow Statement by PentaStar and the Shareholders or the resolution of any disputes under Section 2.1(p2.1(o), as the case may be, the Cash Portion of the Purchase Price will shall be redetermined as provided in Section 2.1(k2.1(k)(i) based on the Net Closing Date Balance Sheet rather than the Estimated Closing Date Balance Sheet, and based upon the Interim Period Cash Adjustment reflected in Flow Statement rather than the Adjustment Financial Statements. An Estimated Interim Period Cash Flow Statement, and an appropriate adjusting cash payment shall be made by PentaStar the Acquiror to the Shareholders or by the Shareholders to PentaStarthe Surviving Corporation, as the case may be, so that the Cash Portion of the Purchase Price actually paid by PentaStar equals the Cash Portion of the Purchase Price as so redetermined. Any such adjusting payment shall be made 50% in cash and 50% in PentaStar Common Stock, and for that purpose determined on the PentaStar Common Stock shall be valued at its Fair Market Value as basis of the Closing Date. If an adjusting payment is due from PentaStar, the shares of PentaStar Common Stock included in the payment shall be delivered to the Shareholders and by the Shareholders to the Escrow Agent for addition to the Escrow Deposit. If an adjusting payment is due from the Shareholders, PentaStar Date Balance Sheet and the Shareholders' Agent shall execute joint written instructions to the Escrow Agent to deliver the shares of PentaStar Common Stock included in such payment to PentaStar from the Escrow DepositInterim Period Cash Flow Statement. If the Audited Effective Closing Date Balance Sheet reflects Excluded Closing Date Liabilities that existed as of the Effective Date (other than rent not then due and payable under the Premises Lease) that have not previously been paid by the Shareholders, such Excluded Closing Date Liabilities shall be paid at the time the adjusting payment is made under this Section 2.1(m)(i2.1(m), either by PentaStar the Acquiror out of the cash portion of any adjusting payment due from it hereunder or, if no such payment is due or if the cash portion of such payment is less than the unpaid Excluded Closing Date Liabilities, by the Shareholders. If PentaStar the Acquiror has previously paid any such Excluded Closing Date Liability, it shall be reimbursed for such said payment at the time the adjusting payment is made under this Section 2.1(m)(i2.1(m), either by offset against the cash portion of any adjusting payment due hereunder or, if no such payment is due or if the cash portion of such payment is less than the reimbursement amount, by the Shareholders. (ii) As among themselves, the Shareholders will be liable for all amounts payable by the Shareholders under this Section 2.1(m) in proportion to their ownership of Company Shares prior to the Closing. As between the Shareholders and PentaStar, the Shareholders will be jointly and severally liable for any amounts payable by the Shareholders under this Section 2.1(m). Any adjustment in the Purchase Price made under this Section 2.1(m) will shall be allocated as an adjustment to the consideration paid for the Company Shares.

Post-Closing Adjustments to the Purchase Price. (i) Within 10 Business Days after the later of the acceptance of the Adjustment Financial Statements Closing Date Balance Sheet and the Interim Period Cash Flow Statement by PentaStar and the Shareholders or the resolution of any disputes under Section 2.1(p2.1(o), as the case may be, the Cash Portion of the Purchase Price will shall be redetermined as provided in Section 2.1(k2.1(k)(i) based on the Net Closing Date Balance Sheet rather than the Estimated Closing Date Balance Sheet, and based upon the Interim Period Cash Adjustment reflected in Flow Statement rather than the Adjustment Financial Statements. An Estimated Interim Period Cash Flow Statement, and an appropriate adjusting cash payment shall be made by PentaStar the Acquiror to the Shareholders or by the Shareholders to PentaStarthe Acquiror, as the case may be, so that the Cash Portion of the Purchase Price actually paid by PentaStar equals the Cash Portion of the Purchase Price as so redetermined. Any such adjusting payment shall be made 50% in cash and 50% in PentaStar Common Stock, and for that purpose determined on the PentaStar Common Stock shall be valued at its Fair Market Value as basis of the Closing Date. If an adjusting payment is due from PentaStar, the shares of PentaStar Common Stock included in the payment shall be delivered to the Shareholders and by the Shareholders to the Escrow Agent for addition to the Escrow Deposit. If an adjusting payment is due from the Shareholders, PentaStar Date Balance Sheet and the Shareholders' Agent shall execute joint written instructions to the Escrow Agent to deliver the shares of PentaStar Common Stock included in such payment to PentaStar from the Escrow DepositInterim Period Cash Flow Statement. If the Audited Effective Closing Date Balance Sheet reflects Excluded Closing Date Liabilities that existed as of the Effective Date (other than rent not then due and payable under the Premises Lease) that have not previously been paid by the Shareholders, such Excluded Closing Date Liabilities shall be paid at the time the adjusting payment is made under this Section 2.1(m)(i2.1(m), either by PentaStar the Acquiror out of the cash portion of any adjusting payment due from it hereunder or, if no such payment is due or if the cash portion of such payment is less than the unpaid Excluded Closing Date Liabilities, by the Shareholders. If PentaStar the Acquiror has previously paid any such Excluded Closing Date Liability, it shall be reimbursed for such said payment at the time the adjusting payment is made under this Section 2.1(m)(i2.1(m), either by offset against the cash portion of any adjusting payment due hereunder or, if no such payment is due or if the cash portion of such payment is less than the reimbursement amount, by the Shareholders. (ii) As among themselves, the Shareholders will be liable for all amounts payable by the Shareholders under this Section 2.1(m) in proportion to their ownership of Company Shares prior to the Closing. As between the Shareholders and PentaStar, the Shareholders will be jointly and severally liable for any amounts payable by the Shareholders under this Section 2.1(m). Any adjustment in the Purchase Price made under this Section 2.1(m) will shall be allocated as an adjustment to the consideration paid for the Company Shares.