Common use of Post-Closing Adjustments Clause in Contracts

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable Within one hundred thirty (130) days after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser Buyer, in accordance with this Agreement and generally accepted accounting principles, a final settlement statement (herein called the “Final Settlement Statement”"POST CLOSING SETTLEMENT STATEMENT") setting forth each adjustment or payment that was not finally determined as of included or correctly included in the Closing Preliminary Settlement Statement and showing the calculation of such adjustments and the resulting Final Purchase Priceadjustments. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable Within thirty (30) days after receipt of the Final Settlement StatementPost Closing Settlement, but in no event later than sixty (60) days thereafter, Purchaser Buyer shall deliver to Seller a written report containing any changes that Purchaser Buyer proposes to make be made to the Final Post Closing Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall undertake to agree with respect to the changes proposed by Purchaser, if any, amounts due pursuant to such Post Closing adjustment no later than one hundred sixty (60160) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equallyClosing Date. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” "SETTLEMENT DATE". In the event event that (ai) the Final Purchase Price is more than the Estimated Final Purchase PriceClosing Amount, Purchaser Buyer shall pay to Seller Seller, in certified U.S. Funds, the amount of such difference, or difference (bii) the Final Purchase Price is less than the Estimated Final Purchase PriceClosing Amount, Seller shall pay to Purchaser Buyer, in certified U.S. funds, the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser Buyer or Seller, as the case may be, Seller shall be made within five ten (510) days of the Final Settlement Date. After the Settlement Date, additional proceeds received by or expenses paid by either Buyer or Seller on behalf of the other shall be settled by invoicing the other party for expenses paid or remitting to the other party any proceeds received. The gas imbalances of the Interests shall be considered final and neither party thereafter shall make claim upon the other concerning same.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by PurchaserXxxxxxxxx, if any, no later than sixty (60) days after Seller Xxxxxx receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than on or before one hundred eighty twenty (180120) days thereafterafter Closing, the Seller Representative shall prepare and deliver to Purchaser Buyer a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments adjustment and the resulting final Purchase Price, including each final Per Seller Purchase Price (the “Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft”). As soon as practicable after receipt of the Seller Representative’s proposed Final Settlement Statement, but in no event later than sixty on or before thirty (6030) days thereafterafter such receipt, Purchaser Buyer shall deliver to the Seller Representative a written report containing any changes that Purchaser Buyer proposes to make to the Final Settlement Statement. Any Buyer’s failure by Purchaser to deliver to the Seller the Representative a written report detailing Purchaser’s proposed changes to the proposed Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement by that date shall be deemed an acceptance by Purchaser Buyer of the Final Settlement Statement as submitted by Sellerthe Seller Representative. The parties Buyer and the Seller Representative shall endeavor to agree with respect to the changes proposed by PurchaserBuyer, if any, no later than sixty thirty (6030) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and receipt by the Seller cannot then agree upon Representative of Buyer’s comments to the proposed Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, established for the Transaction shall be herein called the “Final Settlement Date.” In the event (a) If the Final Purchase Price allocable to any Seller is more than the Estimated Final Purchase Pricerelevant Per Seller Closing Amount, Purchaser Buyer shall pay to such Seller the amount of such difference, or (b) . If the Final Purchase Price allocable to any Seller is less than the Estimated Final Purchase Pricerelevant Per Seller Closing Amount, such Seller shall pay to Purchaser Buyer the amount of such difference, in either event . Any payment by Buyer or any Seller shall be by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, Any such payment shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable On or before 120 days after the Closing, but in no event later than one hundred eighty (180) days thereafterClosing Date, Seller with the assistance of Buyer’s staff and with access to such records as reasonably necessary, shall prepare and deliver to Purchaser Buyer a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to the Base Purchase Price or payment that was not finally determined as of the Closing (including payments pursuant to Section 4.8 relating to any Title Defect Reduction Amount and Section 5.5 relating to any Environmental Defect Reduction Amount) and showing the calculation of such adjustments adjustment and the resulting Purchase Price as finally adjusted (the “Final Purchase Price”). Seller The Final Settlement Statement shall make its workpapers set forth all Xxxxx (on a Well-by-Well or property-by-property basis) and other information available pipeline imbalances for which no adjustments to Purchaser to review the Base Purchase Price were made in order to confirm the adjustments shown on Seller’s draftPreliminary Settlement Statement. As soon as practicable after receipt of the Seller’s proposed Final Settlement Statement, but in no any event later than sixty (60) on or before 30 days thereafterafter receipt of Seller’s proposed Final Settlement Statement, Purchaser Buyer shall deliver to Seller a written report containing any changes that Purchaser Buyer proposes to make to the Final Settlement Statement. Any Buyer’s failure by Purchaser to deliver to Seller the a written report detailing Purchaser’s proposed changes to the proposed Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement such 30 day period shall be deemed an acceptance by Purchaser Buyer of the Final Settlement Statement as submitted by Seller. The parties Parties shall attempt in good faith to agree with respect to the changes proposed by PurchaserBuyer, if any, no later than sixty (60) 30 days after receipt by Seller receives from Purchaser of Buyer’s comments on the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, established shall be herein called the “Final Settlement Date.” In the event (a) If the Final Purchase Price is more than the Estimated Final Purchase PriceClosing Amount plus the Deposit plus the amount deposited into the Defect Escrow Account at Closing, Purchaser Buyer shall pay to Seller the amount of such difference, or (b) . If the Final Purchase Price is less than the Estimated Final Purchase PriceClosing Amount plus the Deposit plus the amount deposited into the Defect Escrow Account at Closing, Seller shall pay to Purchaser Buyer the amount of such difference, in either event . Any such payment by Buyer or Seller shall be by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be funds within five (5) days of 5 Business Days after the Final Settlement Date. No further adjustments to the Base Purchase Price shall be made.

Post-Closing Adjustments. As soon as practicable (a) No later than 60 days after the Closing, but in no event later than one hundred eighty (180) days thereafterClosing Date, Seller shall prepare and deliver to Purchaser a final settlement statement (the “"Final Settlement Closing Date Statement”") setting that sets forth each adjustment or payment that was not finally determined the actual financial data as of the Closing Date required to be estimated in the Estimated Closing Date Statement. The Final Closing Date Statement shall be prepared in a manner consistent with the Estimated Closing Date Statement and showing shall be accompanied by a copy of all documents used in the calculation of such adjustments preparation thereof. The Final Closing Date Statement and the resulting calculations and information set forth therein shall be reviewed and certified by a Fellow of the Society of Actuaries who is also a Member of the American Academy of Actuaries (an FSA and MAAA) familiar with the business of Seller and in particular the Annuity Business. The Final Purchase Price. Closing Date Statement shall be binding on Purchaser unless Purchaser delivers to Seller shall make within 60 days after its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement StatementClosing Date Statement from Seller written notice of disagreement specifying in reasonable detail the nature and extent of the disagreement. (b) If Purchaser and Seller are unable to resolve any disagreement with respect to the Final Closing Date Statement within 30 days after Seller receives a timely notice of disagreement, but in no event later than sixty the items of disagreement alone shall be referred for final determination to the U.S. national office of Price Waterhouse or, if such firm is unable or unwilling to make such final determination, to such other independent accounting firm as the Parties shall mutually designate. The firm making such determination is referred to herein as the "Independent Party." The Final Closing Date Statement shall be deemed to be binding on Purchaser and Seller upon the earlier to occur of (60i) days thereafter, Purchaser shall Purchaser's failure to deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement notice of disagreement within sixty (60) 30 days following Purchaser’s after its receipt of the Final Settlement Closing Date Statement prepared by Seller, (ii) resolution of any disagreement by mutual agreement of the Parties after a timely notice of disagreement has been delivered to Seller or (iii) notification by the Independent Party of its final determination of the items of disagreement submitted to it. The fees and disbursements of the Independent Party shall be deemed an acceptance borne equally, one-half by Purchaser of and one-half by Seller. (c) The Closing Date Ceding Commission, including the adjustments set forth in Section 1.3(c) hereof, shall be recalculated based on the actual financial information set forth in the Final Settlement Statement as submitted by Seller. The parties shall agree with respect Closing Date Statement, which will establish the "Final Ceding Commission." If the Final Ceding Commission is greater than the Closing Date Ceding Commission, Purchaser will pay to Seller an amount equal to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser difference between the written report described above containing Purchaser’s proposed changesFinal Ceding Commission and the Closing Date Ceding Commission. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price Ceding Commission is less than the Estimated Final Purchase PriceClosing Date Ceding Commission, Seller shall pay to Purchaser an amount equal to the difference between the Final Ceding Commission and the Closing Date Ceding Commission. (d) A Reinsurance Premium adjustment shall be made as follows using the calculations set forth on the Final Closing Date Statement): (i) If the Final Closing Net Assets are less than the amount of the Reserve Liabilities, Seller shall deliver cash to the Trustee in an amount equal to such difference for deposit in the Trust. (ii) If the Final Closing Net Assets are greater than the amount of the Reserve Liabilities, Purchaser and Seller shall cause the Trustee to pay cash to Seller in an amount equal to such excess, as contemplated by the Trust Agreement. (e) An adjustment with respect to the Accrued but Unpaid Investment Income will be made as follows (using the calculations set forth on the Final Closing Date Statement): (i) If the Accrued but Unpaid Investment Income is greater than Accrued but Unpaid Investment Income set forth on the Estimated Closing Date Statement, Purchaser shall pay cash to Seller in an amount equal to such excess. (ii) If the Accrued but Unpaid Investment Income is less than Accrued but Unpaid Investment Income set forth on the Estimated Closing Date Statement, Seller shall pay cash to Purchaser in an amount equal to such difference, . (f) All amounts paid under this Section 1.6 shall be paid in either event by wire transfer cash in immediately available funds. Payment funds within 10 days after receipt by Purchaser or Seller, as of a binding Final Closing Date Statement with interest calculated at a rate equal to the case may be, shall be within five (5) days of three month LIBOR rate plus 25 basis points on the Final Settlement Dateamount due from the Closing Date through but not including the date on which such amount is actually paid.

Post-Closing Adjustments. As soon promptly as practicable after the Closingpracticable, but in no event later than one hundred eighty forty-five (18045) days thereafterfollowing the Closing Date, Seller Purchaser shall prepare and deliver cause to Purchaser a final settlement statement (be determined the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined aggregate amount of Accounts Receivable plus Inventory as of the Closing Date (the “Closing Date Working Capital Balance”), determined in accordance with GAAP and showing with past practice of Seller (including the calculation valuation of Inventory at fully loaded cost) (provided that Accounts Receivable whose aging is beyond 90 days shall be valued at 30 percent of gross amount and any receivable deemed to be uncollectable shall be valued at zero) by retaining an independent inventory taking service provider mutually selected by Purchaser and Seller on or before the Closing Date to perform such adjustments calculation. Notwithstanding anything herein to the contrary, the Closing Date Working Capital Balance shall be increased by an amount equal to all payments made by Seller prior to the Closing Date in respect of Inventory (and associated shipping and freight charges), to the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review extent that such Inventory remains in order to confirm the adjustments shown transit or otherwise is not included in Inventory on Seller’s draft. As soon balance sheet as practicable after receipt of the Final Settlement Statement, but in Closing Date; provided that no event later than sixty (60) days thereafter, Purchaser such adjustment shall deliver to Seller a written report containing any changes that Purchaser proposes to make be made to the Final Settlement StatementClosing Date Working Capital Balance if such amount resulted in an add-back to the Cash Purchase Price pursuant to Section 3.1(a)(i)(C). The Closing Date Working Capital balance shall be subject to Seller’s approval, not to be unreasonably withheld or delayed. The cost of the Inventory taking shall be divided equally between Seller and Purchaser. If the Closing Date Working Capital Balance is less than the Estimated Working Capital Balance, the Cash Price shall be adjusted downward on a dollar for dollar basis by the amount of such difference. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes adjustments to the Final Settlement Statement Cash Price made pursuant to this Section 3.1(e)(ii) shall be made within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changesClosing Date. If the adjustment contemplated hereby requires payment to be made by Seller to Purchaser, Escrow Agent shall, promptly upon receipt of Notice from the Parties make such payment to Purchaser and by wire transfer of immediately available funds to an account designated in advance in writing by Purchaser. In such event, Escrow Agent shall release the Seller cannot then agree upon the Final Settlement Statement, the determination balance of the amount of Holdback to Seller less the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants Indemnity Claim Holdback (the “Accounting Firm”defined below). The determination by If the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant Holdback is not sufficient to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which satisfy such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Priceadjustment, Seller shall promptly pay the balance to Purchaser Purchaser. If the amount adjustment contemplated hereby does not require payment to be made by Seller to Purchaser, Escrow Agent shall, promptly upon receipt of such differenceNotice from the Parties, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as release the case may be, shall be within five Holdback to Seller less the Indemnity Claim Holdback (5) days of the Final Settlement Datedefined below).

Post-Closing Adjustments. As soon as practicable (a) Not later than thirty (30) calendar days after the Closing, but in no event later than one hundred eighty (180) days thereafterClosing Date, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined balance sheet, dated as of the Closing and showing Date, reflecting the calculation book value of such adjustments the Transferred Assets and the resulting Final Purchase PriceAssumed Liabilities as carried on the books of Seller and prepared in accordance with generally accepted accounting principles as in effect as of the date of this Agreement applied consistently with Seller’s practices used in the preparation of the Pre-Closing Balance Sheet (the “Post-Closing Balance Sheet”). Seller shall make afford Purchaser and its workpapers accountants and other information available to Purchaser attorneys the opportunity to review all work papers and documentation used by Seller in order to confirm preparing the adjustments shown on Seller’s draft. As soon Post-Closing Balance Sheet. (b) Except as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statementotherwise expressly provided herein, the determination of the amount of the Final Settlement Statement Post-Closing Balance Sheet shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive final and binding on the parties hereto and hereto, unless within thirty (30) calendar days after receipt by Purchaser of the Post-Closing Balance Sheet, Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) business days of the receipt by Seller of notice of such disagreement, such items shall be enforceable against determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such net amount in dispute will be equally apportioned between Seller, on the one hand, and Purchaser, on the other hand. Such accounting firm shall be instructed to resolve the disputed items within ten (10) business days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) Not later than the close of business on the second (2nd) business day following the determination of the Post-Closing Balance Sheet (the “Adjustment Payment Date”), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in the Transferred Assets and Assumed Liabilities between the Pre-Closing Balance Sheet and the Post-Closing Balance Sheet and resulting changes in the Purchase Price, together with interest thereon computed from the Effective Time up to, but not including, the Adjustment Payment Date at the rate quoted for Federal Funds in the Money Rates Column of the WALL STREET JOURNAL, adjusted daily, for the period beginning with the first calendar day following the Effective Time and ending with the Adjustment Payment Date (the “Federal Funds Rate”). (d) Notwithstanding the foregoing provisions of this Section 2.3, if at any time within three (3) months after the delivery of the Post-Closing Balance Sheet either party hereto discovers an error in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm Post-Closing Balance Sheet that resulted in the Purchase Price actually paid, as adjusted pursuant to this Section 12.1 shall be borne by 2.3 (“Original Price”), being at least $50,000, individually or in the Seller and the Purchaser equally. The date upon which aggregate with all such agreement is reached errors, more or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price would have been but for such error (“Revised Price”), and notifies the other party thereof, the parties agree to cooperate in good faith to correct the error. If the parties disagree on the existence or magnitude of an error within ten (10) business days after notice thereof, such matter shall be resolved by an independent accounting firm in the same manner as described above for resolving disputed items; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such net amount in dispute will be equally apportioned between Seller, on the one hand, and Purchaser, on the other hand. Upon the determination of the Revised Price, Seller the appropriate party shall pay an amount to Purchaser the other party that is the difference between the amount of actually paid by such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Sellerparty pursuant to Section 2.2, as adjusted pursuant to the case may beother paragraphs of this Section 2.3, shall be within five and the amount that such party would have paid to the other if the Original Price had been equal to the Revised Price, together with interest thereon computed from the Effective Time up to, but not including, the second (52nd) days business day following determination of the Final Settlement DateRevised Price at the applicable Federal Funds Rate.

Post-Closing Adjustments. As soon as practicable (a) Within 90 days after the ClosingClosing Date, but Verizon shall cause to be prepared and delivered to the Surviving Corporation a statement derived from the books and records of Verizon and its Affiliates (the “Closing Statement”), setting forth Distribution Date Working Capital, including reasonable detail regarding the calculation thereof. The Distribution Date Working Capital shall be calculated in no event later than one accordance with GAAP, consistently applied, using the same accounting principles, methodologies and policies used in the preparation of the Spinco Audited Balance Sheet, pro forma for the completion of the Contribution, as modified by the principles, methodologies and policies set forth in Section 5.1 of the Disclosure Letter. (b) Verizon shall give the Surviving Corporation and each of its Representatives access at all reasonable times and on reasonable advance notice to Verizon’s books and records to the extent reasonably required to permit the Surviving Corporation to review the Closing Statement. Within 60 days after receipt of the Closing Statement, the Surviving Corporation shall, in a written notice to Verizon, describe in reasonable detail any proposed adjustments to the items set forth on the Closing Statement and the reasons therefor (it being agreed that the only permitted reasons for such adjustments shall be mathematical error or the failure to compute items set forth therein in accordance with this Article V). The Surviving Corporation shall have the right to discuss the Closing Statement with Verizon’s accountants, it being understood that in connection with such discussion, the Surviving Corporation will not have access to the work papers of such accountants. If Verizon shall not have received a notice of proposed adjustments (provided that any and all proposed adjustments to the calculation of Distribution Date Working Capital must in the aggregate exceed two hundred eighty fifty thousand dollars (180$250,000) or more) within such 60-day period, the Surviving Corporation will be deemed to have accepted irrevocably such Closing Statement. (c) Verizon and the Surviving Corporation shall negotiate in good faith to resolve any disputes over any proposed adjustments to the Closing Statement, during the 30 days following Verizon’s receipt of the proposed adjustments. If the parties are unable to resolve such dispute within such 30-day period, then, at the written request of either party (the “Dispute Resolution Request”), each party shall appoint a knowledgeable, responsible representative to meet in person and negotiate in good faith to resolve the disputed matters. The parties intend that these negotiations be conducted by experienced business representatives empowered to decide the issues. Such negotiations shall take place during the 15-day period following the date of the Dispute Resolution Request. If the business representatives resolve the dispute, such resolution shall be memorialized in a written agreement (the Closing Statement, as revised by such negotiations, written agreement or the final decision of the accounting firm referred to below, the “Final Closing Statement”), executed within five days thereafter. If the business representatives do not resolve the dispute, Seller within five days the Surviving Corporation and Verizon shall prepare jointly select a nationally recognized independent public accounting firm (which is not the regular independent public accounting firm of either Verizon or the Surviving Corporation) to arbitrate and deliver resolve such disputes, which resolution shall be final, binding and enforceable in accordance with Section 9.13. If the Surviving Corporation and Verizon do not jointly select such firm within five days, a nationally recognized accounting firm shall be selected by lot from among those nationally recognized firms which are not the regular firm of either Verizon or the Surviving Corporation. Such accounting firm shall arbitrate and resolve such dispute based solely on the written submission forwarded by Verizon and the Surviving Corporation and shall only consider whether the Closing Statement was prepared in accordance with this Article V and (only with respect to Purchaser a final settlement statement disputed matters submitted to the accounting firm) whether and to what extent the Closing Statement requires adjustment. The fees and expenses of such accounting firm shall be shared by the Surviving Corporation and Verizon in inverse proportion to the relative amounts of the disputed amount determined to be for the account of the Surviving Corporation and Verizon, respectively. (d) If the amount of the Distribution Date Working Capital, as set forth in the Final Closing Statement (the “Final Settlement StatementDistribution Date Working Capital”) setting forth each adjustment or exceeds the Target Working Capital, no payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance made by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree either party with respect to the changes proposed by Purchaserthereto and, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement Distribution Date Working Capital is less than the Target Working Capital, Verizon shall pay to the Surviving Corporation an amount equal to such deficit. All such amounts shall bear interest from the Distribution Date through but excluding the date of payment at the Applicable Rate; such interest shall accrue daily on the basis of a 365 day year calculated for the actual number of days for which payment is due and such payment shall be submitted payable together with the amount payable pursuant to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdictionforegoing sentence. Any costs and expenses incurred by the Accounting Firm amounts payable pursuant to this Section 12.1 5.1(d) shall be borne by made via wire transfer of immediately available funds within five Business Days after the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Closing Statement becomes a Final Purchase Price is established, shall be herein called the “Final Settlement DateClosing Statement.” In the event (ae) To the Final Purchase Price extent that Verizon makes any payment of an amount which constitutes a Current Liability between the Closing Date and the date any payment is more than due under Section 5.1(d), then Verizon shall have a right to offset the Estimated Final Purchase Priceaggregate of all such amounts against the amount, Purchaser shall pay if any, payable to Seller the amount Surviving Corporation under Section 5.1(d); provided that Verizon has provided evidence of the payment of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay amounts prior to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Datemaking any offset.

Post-Closing Adjustments. (a) As soon as reasonably practicable after the ClosingClosing Date, but in no event later than one hundred eighty fifteen (18015) days Business Days thereafter, Seller shall prepare and deliver to Purchaser: (i) an updated Schedule 3.4 (Deposits) and Schedule 3.4(i) (purchased Excluded Deposits) that shall accurately reflect the related balances, including Accrued Interest thereon, as of the Close of Business on the Closing Date; (ii) an updated Schedule 3.6 (Loans) that shall accurately reflect the related balances, including Accrued Interest thereon, as of the Close of Business on the Closing Date; (iii) an updated Schedule 9.3(a)(i) that shall accurately reflect the amount of Cash on Hand as of the Close of Business on the Closing Date, which schedule shall be prepared by Seller based upon a cash count to be mutually conducted by Seller and Purchaser at the Close of Business on the Closing Date; and (iv) an updated Schedule 9.3(a)(ii) that shall accurately reflect the amount of Prepaid Expenses and other fees and expenses to be prorated between the parties as of the Close of Business on the Closing Date. (b) As soon as reasonably practicable after the Closing Date, but no later than fifteen (15) Business Days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as substantially in the form of the Closing Exhibit G hereto, and showing supported by appropriate schedules and exhibits, which shall show the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available Payment Amount based upon the updated schedules delivered pursuant to Purchaser to review in order to confirm the adjustments this Section 9.5. (c) The final payment amount shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting FirmFinal Payment Amount”). The determination by the Accounting Firm ) shall be conclusive and binding on paid in the parties hereto and following manner: if the Cash Payment shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which have been greater than the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase PricePayment Amount, Purchaser shall pay refund to Seller the amount of difference between such difference, or (b) amounts; if the Final Purchase Price is Cash Payment shall have been less than the Estimated Final Purchase PricePayment Amount, Seller shall pay to Purchaser the amount difference between such amounts. Such refund or payment shall be made simultaneous with the delivery of such differenceFinal Settlement Statement, in either event by wire transfer in immediately available funds. a credit or charge to the Correspondent Account for the Final Payment by Purchaser or SellerAmount together with interest thereon for the number of calendar days from and including the Closing Date to such settlement date, as but excluding such settlement date, at the case may be, rate per annum equal to the Federal Funds Rate. (d) The Final Settlement Statement shall be final and binding upon Purchaser five (5) Business Days after delivery unless Purchaser gives written notice to Seller setting forth with specificity any objection Purchaser has with respect to any item contained in the Final Settlement Statement (“Purchaser’s Objection”). Seller and Purchaser shall use their reasonable best efforts to resolve any disagreement during the ten (10) day period following receipt by Seller of Purchaser’s Objection. If Purchaser and Seller are unable to resolve their disagreement within such ten-day period, the accounting firm of Xxxxx Xxxxxxx, LLP shall resolve such disagreement and modify the Final Settlement Statement accordingly, which shall thereafter be deemed final and binding. Any payment called for by the accountant’s adjustment to the Final Settlement Statement shall be made within five (5) days Business Days after the accountant’s determination is delivered to the parties. (e) Purchaser and Seller shall share equally in the cost of any accountant unless the adjustment in the Final Settlement DateStatement does not increase Seller’s payment to Purchaser, in which case all costs of such accountant shall be borne by Purchaser.

Post-Closing Adjustments. As soon as practicable (a) Not later than thirty (30) calendar days after the Closing, but in no event later than one hundred eighty (180) days thereafterClosing Date, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined closing statement, dated as of the Closing and showing Date, reflecting the calculation Acquisition Value of such adjustments the Transferred Assets and the resulting Final Purchase PriceAssumed Liabilities as carried on the books of Seller and prepared in accordance with GAAP as in effect as of the date of this Agreement applied consistently with Seller’s practices used in the preparation of the Estimated Payment Amount (the “Post Closing Statement”). Seller shall make afford Purchaser and its workpapers accountants and other information available to Purchaser attorneys the opportunity to review all work papers and documentation used by Seller in order preparing the Post Closing Statement; provided, that Seller shall not be required to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statementprovide Purchaser any such work papers that it deems confidential or subject to attorney-client privilege; provided, but in no event later than sixty (60) days thereafter, Purchaser further that Seller shall deliver to Seller a written report containing any changes that Purchaser proposes to make provide such confidential work papers to the Final Settlement Statement. Any failure independent accounting firm selected by Purchaser to deliver to and Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty for purposes of Section 2.3(b) hereof. (60b) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement Except as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statementotherwise expressly provided herein, the determination of the amount of the Final Settlement Post Closing Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive final and binding on the parties hereto and hereto, unless within thirty (30) calendar days after receipt by Purchaser of the Post Closing Statement, Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) business days of the receipt by Seller of notice of such disagreement, such items shall be enforceable against determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such net amount in dispute will be equally apportioned between Seller, on the one hand, and Purchaser, on the other hand. Such accounting firm shall be instructed to resolve the disputed items within ten (10) business days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) Not later than the close of business on the second (2nd) business day following the determination of the Post Closing Statement (the “Adjustment Payment Date”), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in the Transferred Assets and Assumed Liabilities between the Estimated Payment Amount and the Post Closing Statement and resulting changes in the Payment Amount, together with interest thereon computed from the Effective Time up to, but not including, the Adjustment Payment Date at the rate quoted for Federal Funds in the Money Rates Column of the Wall Street Journal, adjusted daily, for the period beginning with the first calendar day following the Effective Time and ending with the Adjustment Payment Date (the “Federal Funds Rate”). (d) Notwithstanding the foregoing provisions of this Section 2.3, if at any time within three (3) months after the delivery of the Post Closing Statement either party hereto discovers an error in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm Post Closing Statement that resulted in the Payment Amount or Negative Payment Amount actually paid, as adjusted pursuant to this Section 12.1 shall be borne by 2.3 (“Original Price”), being at least $50,000, individually or in the Seller and the Purchaser equally. The date upon which aggregate with all such agreement is reached errors, more or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Payment Amount or Negative Payment Amount would have been but for such error (“Revised Price”), and notifies the other party thereof, the parties agree to cooperate in good faith to correct the error. If the parties disagree on the existence or magnitude of an error within ten (10) business days after notice thereof, such matter shall be resolved by an independent accounting firm in the same manner as described above for resolving disputed items; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such net amount in dispute will be equally apportioned between Seller, on the one hand, and Purchaser, on the other hand. Upon the determination of the Revised Price, Seller the appropriate party shall pay an amount to Purchaser the other party that is the difference between the amount of actually paid by such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Sellerparty pursuant to Section 2.2, as adjusted pursuant to the case may beother paragraphs of this Section 2.3, shall be within five and the amount that such party would have paid to the other if the Original Price had been equal to the Revised Price, together with interest thereon computed from the Effective Time up to, but not including, the second (52nd) days business day following determination of the Final Settlement DateRevised Price at the applicable Federal Funds Rate.

Post-Closing Adjustments. As soon as practicable after the Closing, Closing but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days Business Days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If Closing Date, Investor shall deliver to the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination Sellers’ Representative a final calculation of the amount Net Working Capital as of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants Closing Date (the “Accounting FirmFinal Working Capital Statement”). The determination by Final Working Capital Statement shall (i) be prepared in accordance with GAAP and provide for the Accounting Firm true up of all reserves, in all cases using the same accounting principles, practices and methodologies, consistently applied, that were used to prepare the New 2004 Audited Financial Statements, (ii) reflect the results of the Physical Inventory, and (iii) not reflect any Tax benefits or other accounting adjustments arising from the transactions resulting from or in connection with this Agreement or any of the Related Agreements. As part of this process, the reserves for general liability, automobile liability and workers’ compensation obligations shall also be conclusive and binding trued up even though such reserves shall not be included in Current Liabilities when determining Net Working Capital. If the Net Working Capital set forth on the parties hereto and Final Working Capital Statement is greater than the Net Working Capital set forth in the Preliminary Working Capital Statement, then the Company shall be enforceable against any party hereto in any court remit the entire amount of competent jurisdictionthe difference to the Sellers’ Representative for payment to the Sellers according to their respective Ownership Percentages. Any costs and expenses incurred by If the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which Net Working Capital set forth on the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price Working Capital Statement is less than the Estimated Final Purchase PriceNet Working Capital set forth in the Preliminary Working Capital Statement, Seller then the Sellers’ Representative shall direct the Escrow Agent, pursuant to the Escrow Agreement, to pay to Purchaser the Company, out of the then-remaining Escrow Amount, an amount equal to such difference. Sellers shall remit the entire amount of such difference, difference in either event by wire transfer in immediately available fundsexcess of such Escrow Amount to the Company according to their respective Ownership Percentages. Payment by Purchaser or Seller, as the case may be, Amounts payable under this Section 2.03(b) shall be within five due no later than ten (510) days Business Days following the finalization of the Final Settlement DateWorking Capital Statement pursuant to Section 2.03(c) below.

Post-Closing Adjustments. As soon Except for mathematical mistakes in the calculation of any proration or any other mistake of fact or mutual mistake in connection with any Prorated Items, the proration (i) for Property Taxes shall be determined as practicable after provided in Section 11.4 hereof and (ii) for all other Prorated Items other than Property Taxes (the Closing“Remaining Prorated Items”), but shall be adjusted post-Closing in no event later than one hundred eighty (180) days thereafter, Seller accordance with this Section 3.4(b). A final determination of post-Closing adjustments for the Remaining Prorated Items shall prepare be made in good faith by Buyer and deliver to Purchaser shall be set forth in a final settlement statement (the “Final Proration Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing prepared by Buyer and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver delivered to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no not later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changesClosing. The final accounting for each Remaining Prorated Item shall be determined using the final, actual amount of such Remaining Prorated Item for the period of time prorated, and the Proration Settlement Statement shall (i) contain all information reasonably necessary to support the final accounting and (ii) be certified by an authorized officer of Buyer to be true, correct and complete as of the date thereof. If the Purchaser final, actual amount for any Remaining Prorated Item is not available at the time of the preparation and delivery of the Seller cannot then agree upon the Final Proration Settlement Statement, Buyer shall so advise Seller, and Buyer shall provide a separate Proration Settlement Statement for any such Remaining Prorated Item(s) within a reasonable time after the determination of final, actual amounts become available. The party owing any amounts (the amount of “Payor”) on the Final Proration Settlement Statement shall be submitted pay all such amounts to a mutually agreed firm of independent public accountants the other party (the “Accounting FirmPayee”). The determination by ) within fifteen (15) days after Seller’s receipt of the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdictionProration Settlement Statement. Any costs and expenses incurred by the Accounting Firm amounts owing pursuant to this Section 12.1 the Proration Settlement Statement and not paid within such fifteen (15) day period shall be borne by bear interest from the Seller and due date until paid at the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Daterate of ten percent (10%) per annum.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable (a) Not later than 60 business days after the Closing, but in no event later than one hundred eighty Effective Time (180) days thereafterthe "Post-Closing Balance Sheet Delivery Date"), Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined balance sheet dated as of the Effective Time and prepared in accordance with generally accepted accounting principles consistently applied reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (the "Post-Closing and showing the Balance Sheet") together with a copy of Seller's calculation of such adjustments the adjusted purchase price and the resulting Final Purchase Priceamounts payable thereunder. Additionally, Seller shall deliver to Purchaser a list of Loans purchased, individually identified by account number. Seller shall make afford Purchaser and its workpapers accountants and other information available to Purchaser attorneys the opportunity to review all work papers and documentation used by Seller in order to confirm preparing the adjustments shown on Seller’s draftPost-Closing Balance Sheet. As soon as practicable after receipt of Within 15 business days following the Final Settlement StatementPost-Closing Balance Sheet Delivery Date (the "Adjustment Payment Date"), but in no event later than sixty (60) days thereafter, Seller and Purchaser shall deliver meet at the offices of Seller in Charlotte, North Carolina, or such other location as may be mutually agreed, to Seller a written report containing effect the transfer of any funds as may be necessary to reflect changes that Purchaser proposes to make in such assets and liabilities between the Pre-Closing Balance Sheet and the Post-Closing Balance Sheet and resulting changes in the purchase price, together with interest thereon computed from the Effective Time to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller Adjustment Payment Date at the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty applicable Federal Funds Rate (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”hereinafter defined). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) In the Final Purchase Price is less than event that a dispute arises as to the Estimated Final Purchase Priceappropriate amounts to be paid to either party on the Adjustment Payment Date, Seller each party shall pay to Purchaser the amount of other on such difference, in either event Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by wire transfer in immediately available funds. Payment by Purchaser or Seller, as a party which are later found to be due to the case may be, other party shall be within five paid to such other party promptly upon resolution with interest thereon from the Effective Time to the date paid at the applicable Federal Funds Rate. (5c) days The Federal Funds Rate shall be the mean of the Final Settlement Datehigh and low rates quoted for Federal Funds in the Money Rates Column of The Wall Street Journal adjusted as such mean may increase or decrease during the period between the Effective Time and the date paid.

Post-Closing Adjustments. As soon as practicable On or before the business day next following the ninetieth (90th) day after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser Buyer, in accordance with this Agreement and generally accepted accounting principles, a final settlement statement (herein called the “"Final Settlement Statement”") setting forth each adjustment or payment to the Purchase Price that was not finally determined as of the Closing and showing the calculation of such adjustments, which adjustments and shall be in accordance with the resulting Final Purchase Priceprinciples of this Agreement. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after Within thirty (30) days of receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser Buyer shall deliver to Seller a written report containing any changes that Purchaser Buyer proposes to make be made to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall negotiate in good faith and undertake to agree with respect to the changes proposed by Purchaser, if any, amounts due pursuant to such post-Closing adjustments no later than sixty (6030) days after Seller receives from Purchaser the Buyer's submission of its written report described above containing Purchaser’s proposed changeshereunder to Seller. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of Any disputed items shall be removed from the Final Settlement Statement and thereafter shall be treated as a disputed matter and if the dispute cannot be resolved by agreement, the matter shall be submitted to a mutually agreed firm of independent public accountants (arbitration in accordance with the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto procedures set forth in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally10.17. The date upon which such agreement (the "Final Settlement Agreement") is reached or upon which the Final Purchase Price is established, shall be herein called the “"Final Settlement Date.” " which shall in no event be more than sixty (60) days following the date such Final Settlement Statement was received by Buyer. In that event, Buyer shall, within seven (7) days of the event (a) execution of the Final Purchase Price is more than the Estimated Final Purchase PriceSettlement Agreement, Purchaser pay to Seller, or Seller shall pay to Seller Buyer, whatever the case may be, in immediately available funds the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable after On or before the Closing, but in no event later than one hundred eighty third (1803rd) days thereafterBusiness Day following the expiration of the Cure Period, Seller shall prepare and deliver to Purchaser Buyer, in accordance with this Agreement and generally accepted accounting principles, a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment to the Purchase Price that was not finally determined as of included in the Closing Preliminary Settlement Statement and showing the calculation of such adjustments, which adjustments shall be in accordance with the principles of this Agreement, and based to the resulting Final Purchase Price. Seller shall make its workpapers extent possible on actual credits, charges, receipts and other information available items before and after the Effective Time. All adjustments on the Final Settlement Statement shall be calculated on an accrual basis net to Purchaser to review in order to confirm the adjustments shown on Seller’s draftinterest in the Properties. As soon as practicable after Within sixty (60) days of receipt of the Final Settlement StatementStatement (the “Audit Period”), but in no event later than sixty (60) days thereafter, Purchaser Buyer shall deliver to Seller a written report containing any changes that Purchaser Buyer proposes to make be made to the Final Settlement Statement. Any failure by Purchaser to deliver to During the Audit Period, Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of provide Buyer with supporting documentation for all adjustments set forth in the Final Settlement Statement as submitted reasonably requested by SellerBuyer. The parties Parties shall negotiate in good faith and undertake to agree with respect to the changes proposed by Purchaser, if any, amounts due pursuant to such Final Settlement Statement no later than sixty thirty (6030) days after Seller receives from Purchaser the Buyer’s submission of its written report described above containing Purchaser’s proposed changes. If the Purchaser and the hereunder to Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event ”). Buyer shall, within seven (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (57) days of the Final Settlement Date, pay to Seller, or Seller shall pay to Buyer, whatever the case may be, in immediately available funds the final settlement adjustment amount set forth therein. Any disputed items that cannot be resolved by the mutual agreement of the Parties, shall be removed from the Final Settlement Statement and submitted to arbitration to a mutually agreeable arbitrator selected by the Parties and resolved as if such disputed item was a Disputed Matter in accordance with the procedures set forth in Article XI. Notwithstanding anything to the contrary set forth herein, there shall be no further Purchase Price adjustments pursuant to Section 2.2 for any item not included in the Final Settlement Statement delivered by Seller (or Buyer’s written report, if any, delivered with respect thereto) in accordance with the provisions of this Section 9.2.

Post-Closing Adjustments. (a) As soon promptly as reasonably practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafterafter the Closing Date, Purchaser Parent shall cause the Surviving Corporation to prepare and deliver to Seller the Representative a written report containing any changes that Purchaser proposes statement (the “Post-Closing Adjustment Statement”) setting forth the Surviving Corporation’s calculation of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses, which shall be calculated on a basis consistent with this Agreement, including, as applicable, Exhibit B. (b) The Surviving Corporation and Parent shall (i) permit the Representative and its representatives to make have reasonable access to the Final Settlement books, records and other documents (including work papers, schedules, financial statements, memoranda, etc.) of the Surviving Corporation and any successor thereof and shall cooperate with the Representative in seeking to obtain work papers from the Surviving Corporation pertaining to or used in connection with the preparation of the Post-Closing Adjustment Statement and provide the Representative with copies thereof (as reasonably requested by the Representative) and (ii) provide the Representative and its representatives reasonable access to the employees and accountants of the Surviving Corporation and any successor thereof as reasonably requested by the Representative, in each case, in connection with its review of the Post-Closing Adjustment Statement. Any failure by Purchaser to deliver to Seller If the written report detailing PurchaserRepresentative disagrees with any part of the Surviving Corporation’s proposed changes to calculation of the Final Settlement Statement Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash or Closing Transaction Expenses as set forth on the Post-Closing Adjustment Statement, the Representative shall, within sixty forty-five (6045) days following Purchaserafter the Representative’s receipt of the Final Settlement Post-Closing Adjustment Statement, notify Parent in writing of such disagreement (an “Objection Notice”). The Objection Notice shall specify which aspects of the Post-Closing Adjustment Statement are being disputed and describe the basis for such dispute. If the Representative does not deliver an Objection Notice and to the extent the Objection Notice does not so dispute items in the Post-Closing Adjustment Statement within such forty-five (45) day period, then the Post-Closing Adjustment Statement shall be deemed an acceptance by Purchaser conclusive, final and binding on all of the parties (in such instance, a “Final Settlement Statement as submitted by SellerStatement”). The parties If an Objection Notice is delivered to Parent, then Parent and the Representative shall agree negotiate in good faith to resolve their disagreements with respect to the changes proposed by Purchasercomputation of the Closing Net Working Capital Adjustment, if anyClosing Indebtedness, no later than sixty Closing Cash and/or Closing Transaction Expenses, and any such resolution shall be conclusive and binding on all of the parties (60in such instance, a “Final Statement”). In the event that Parent and the Representative are unable to resolve all such disagreements within thirty (30) days after Seller receives from Purchaser Parent’s receipt of such Objection Notice, Parent or the written report described above containing Purchaser’s proposed changes. If the Purchaser Representative may submit such remaining disagreements to a nationally recognized certified public accounting firm as is reasonably acceptable to Parent and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants Representative (the “Accounting Firm”). Parent and the Representative shall enter into an engagement letter with the Accounting Firm promptly after its retention, which includes customary indemnification and other provisions. (c) Parent and the Representative shall use reasonable best efforts to cause the Accounting Firm to resolve all remaining disagreements with respect to the computation of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses identified in the Objection Notice as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within thirty (30) days after its retention. The Accounting Firm shall consider only those items and amounts in the Surviving Corporation’s and the Representative’s respective calculations of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses that are identified as being items and amounts to which Parent and the Representative have been unable to agree. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Accounting Firm’s determination of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as applicable, shall be based solely on written materials submitted by Parent and the Representative (i.e., not on independent review) and shall be determined on a basis consistent with this Agreement, including, as applicable, Exhibit B. The determination by of the Accounting Firm shall be conclusive and binding on upon the parties hereto and shall not be enforceable against any party hereto subject to appeal or further review (other than with respect to errors in any court of competent jurisdiction. Any arithmetic calculations) (in such instance, a “Final Statement”). (d) The costs and expenses incurred by of the Accounting Firm in determining the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash, and Closing Transaction Expenses shall be borne equally by the Surviving Corporation, on the one hand, and the Representative, on behalf of the Stockholders and the Optionholders (which amount shall be treated as a Representative Expense and paid from the Representative Escrow Account as provided in Section 11.13(e)), on the other hand. (e) The Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses set forth on any Final Statement as determined in accordance with this Section 4.2 is the “Final Net Working Capital Adjustment”, “Final Indebtedness”, “Final Closing Cash” and “Final Transaction Expenses”. For purposes of this Agreement, “Final Closing Consideration” means (i) the Enterprise Value, less (ii) Final Indebtedness, plus (iii) Final Closing Cash, less (iv) Final Transaction Expenses, plus (v) the Final Net Working Capital Adjustment, less (vi) the Escrow Amount less (vii) the Representative Escrow Amount. For purposes of this Agreement, “Post-Closing Adjustment Amount” means (x) the Final Closing Consideration less (y) the Closing Consideration (which may be a positive or negative number). Within five (5) Business Days after the Final Closing Consideration and the Post-Closing Adjustment Amount are finally determined pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.4.2:

Post-Closing Adjustments. As soon as practicable after the Closingclosing, but and in no any event later than one hundred eighty within sixty (18060) days thereafterafter Closing, Seller shall prepare and deliver to Purchaser Purchaser, in accordance with this Agreement and generally accepted accounting principles, a final settlement statement (the “"Final Settlement Statement”") setting forth each adjustment or payment pursuant to Paragraph 4 hereof that was not finally determined as of the Closing ("Post-Closing Adjustments") and showing the calculation of such adjustments Post-Closing Adjustments and the resulting Final Purchase Priceaggregate amount thereof. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable Within ten (10) business days after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make be made to the Final Settlement Statement. Any failure by Purchaser The Parties undertake to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, amounts of such Post-Closing Adjustments no later than sixty ninety (6090) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equallyClosing Date. The date upon which such agreement is reached or upon which the Final Purchase Price is established, aggregate amount of the adjustments are finally established shall be herein called the “"Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, " Seller shall pay to Purchaser the amount of such differencePurchaser, in either event by wire transfer in immediately available funds. Payment by Purchaser or Sellervice versa, as the case may be, shall be within five ten (510) business days of after the Final Settlement DateDate the amount of such adjustments (as finally established), by means of wire transfer in immediately available funds or by means of a certified bank check. Without limiting the foregoing obligation of Seller to timely pay, Purchaser may elect to offset its obligation under the Notes by any sums which may be due and owing hereunder by Seller to Purchaser.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event not later than one hundred eighty ninety (18090) days thereafterafter the Closing Date, Seller shall prepare and deliver to Purchaser Buyer, in accordance with this Agreement and generally recognized industry accounting practices, a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment to Purchase Price that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draftadjustments. As soon as practicable after receipt of the such Final Settlement StatementStatement from Seller, but in and no event later than sixty thirty (6030) days thereafter, Purchaser Buyer shall deliver to Seller a written report containing any changes that Purchaser Buyer proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes be made to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted proposed by Seller. The parties shall undertake to agree with respect to the changes proposed by Purchaser, if any, no amounts due pursuant to such Final Settlement Statement not later than sixty one hundred fifty (60150) days after the Closing Date. The final agreed price paid by Buyer to Seller receives from Purchaser for the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted Assets after all adjustments is hereinafter referred to a mutually agreed firm of independent public accountants (as the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. Final Purchase Price.” The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In If the event Buyer and Seller are unable to agree upon a Final Purchase Price within one hundred fifty (a150) days from the Closing Date, Seller shall select an independent accounting firm with expertise in oil and gas accounting from a list of three (3) such reputable firms provided by Buyer, which firm shall audit the disputed items on the Final Settlement Statement and determine the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount . The decision of such differenceindependent accounting firm shall be binding on Buyer and Seller, or (b) and the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount fees and expenses of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, independent accounting firm shall be within five (5borne one-half ( 1/2) days by each of the Final Settlement DateBuyer and Seller.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event (a) No later than one hundred eighty ninety (18090) days thereafterfollowing the Closing Date, Seller Cedent shall prepare and deliver to Purchaser Reinsurer a final settlement statement statement, substantially in the form attached as Exhibit B (the “Cedent’s Final Settlement Reserve Statement”) ), setting forth each adjustment or payment that was not finally determined in reasonable detail Cedent’s calculation of the Initial Ceded Total Reserves, the Initial Economic Reserves, the Initial Assumed IMR and the Initial Discounted IMR in accordance with the Reserve Methodology and the definitions thereof, which amounts shall be calculated, to the extent applicable, based upon the inventory of Reinsured Policies in-force as of the Effective Date that is included in the in force cession file to be delivered by Cedent to Reinsurer within ten (10) Business Days following the Closing Date pursuant to Section 3(a) of Article II and showing Exhibit VI-A of the calculation Reinsurance Agreement. The Cedent’s Final Reserve Statement shall be accompanied by a certificate signed by a senior officer of Cedent that Cedent’s Final Reserve Statement was prepared in accordance with this Section 2.4(a). (b) If Reinsurer reasonably disagrees that Cedent’s Final Reserve Statement was not determined in accordance with Section 2.4(a) or believes that Cedent’s Final Reserve Statement contains mathematical errors, Reinsurer may, within thirty (30) days after receipt of Cedent’s Final Reserve Statement, deliver a notice of disagreement (a “Notice of Disagreement”) to Cedent disagreeing with Cedent’s Final Reserve Statement and specifying in reasonable detail each item that Reinsurer in good faith disputes (each, a “Disputed Item”) and the amount in dispute for each such Disputed Item (determined in accordance with the Reserve Methodology). If Reinsurer does not deliver a Notice of Disagreement within such thirty (30) day period, then the Initial Ceded Total Reserves, the Initial Economic Reserves, the Initial Assumed IMR and the Initial Discounted IMR shall be deemed to equal the amount provided in Cedent’s Final Reserve Statement. (c) If a Notice of Disagreement was timely delivered pursuant to Section 2.4(b), Cedent and Reinsurer shall, during the fifteen (15) days following Cedent’s receipt of such adjustments Notice of Disagreement (the “Resolution Period”), seek in good faith to reach agreement on the Disputed Items. If, by the end of the Resolution Period, Cedent and Reinsurer are unable to reach such agreement with respect to all of the Disputed Items, they shall promptly thereafter engage and submit the unresolved Disputed Items (the “Unresolved Items”) to Milliman (other than the Chicago office thereof) or other firm mutually agreed by the parties (the “Actuarial Firm”) which shall promptly review this Agreement and the resulting Final Purchase PriceUnresolved Items. Seller The Actuarial Firm shall make issue its workpapers written determination with respect to each Unresolved Item within thirty (30) days after the Unresolved Items are submitted for review. The Actuarial Firm’s determination of the Unresolved Items shall be in accordance with the Reserve Methodology and within the range of Cedent’s and Reinsurer’s disagreement with respect to each Unresolved Item, and the Actuarial Firm shall recalculate the Initial Ceded Total Reserves, the Initial Economic Reserves, the Initial Assumed IMR and the Initial Discounted IMR (as applicable) after giving effect to its resolution of the Unresolved Items. Each party shall use commercially reasonable efforts to furnish to the Actuarial Firm such work papers, books, records and documents and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make pertaining to the Final Settlement StatementUnresolved Items as the Actuarial Firm may request. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement StatementAbsent manifest error, the determination of the amount of the Final Settlement Statement Actuarial Firm shall be submitted to a mutually agreed firm of independent public accountants (final, binding and conclusive on Cedent and Reinsurer. Judgment may be entered upon the “Accounting Firm”). The determination by the Accounting Actuarial Firm shall be conclusive in accordance with Section 9.7. The fees, expenses and binding on costs of the parties hereto and shall be enforceable against Actuarial Firm incurred in rendering any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm determination pursuant to this Section 12.1 2.4 shall be borne by the Seller split equally between Cedent and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement DateReinsurer.” In the event (ad) Each party shall use commercially reasonable efforts to provide promptly to the other party all relevant information and reasonable access to employees as such other party may reasonably request in connection with its review of the Cedent’s Estimated Net Settlement Statement, the Cedent’s Final Purchase Price is more than Reserve Statement or the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount Notice of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or SellerDisagreement, as the case may be, including all work papers of the accountants who audited, compiled or reviewed such statements or notices (subject to the requesting party and its Representatives entering into any reasonable customary undertakings required by the other party’s accountants in connection therewith), and shall otherwise cooperate in good faith with such other party to arrive at a final determination of the Initial Ceded Total Reserves, the Initial Economic Reserves, the Initial Assumed IMR and the Initial Discounted IMR; provided, that Cedent shall not be required to provide Reinsurer with any information set forth in the provisos to the definition of “Books and Records.” (e) As used herein, the “Adjusted Initial Ceded Total Reserves,” “Adjusted Initial Economic Reserves,” “Adjusted Initial Assumed IMR” and “Adjusted Initial Discounted IMR” shall be Initial Ceded Total Reserves, Initial Economic Reserves, Initial Assumed IMR and/or Initial Discounted IMR, respectively, each as finally determined pursuant to this Section 2.4. Following final determination of the Adjusted Initial Ceded Total Reserves, Adjusted Initial Economic Reserves, Adjusted Initial Assumed IMR and Adjusted Initial Discounted IMR, whether by the absence of timely delivery of Notice of Disagreement or pursuant to Section 2.4(c): (i) Cedent shall pay to Reinsurer the excess, if any, of the Adjusted Initial Ceded Total Reserves over the Estimated Initial Ceded Total Reserves; and Reinsurer shall pay to Cedent the excess, if any, of the Estimated Initial Ceded Total Reserves over the Adjusted Initial Ceded Total Reserves; (ii) Cedent shall pay to Reinsurer the excess, if any, of the Adjusted Initial Assumed IMR over the Estimated Initial Assumed IMR; and Reinsurer shall pay to Cedent the excess, if any, of the Estimated Initial Assumed IMR over the Adjusted Initial Assumed IMR; (iii) Cedent shall pay to Reinsurer the excess, if any, of the Estimated Initial Discounted IMR over the Adjusted Initial Discounted IMR; and Reinsurer shall pay to Cedent the excess, if any, of the Adjusted Initial Discounted IMR over the Estimated Initial Discounted IMR; and (iv) Cedent shall pay to Reinsurer the excess, if any, of the Estimated Initial Allowance over the Adjusted Allowance; and Reinsurer shall pay to Cedent the excess, if any, of the Adjusted Allowance over the Estimated Initial Allowance. “Adjusted Allowance” means the difference of the Adjusted Initial Ceded Total Reserves and the Adjusted Initial Economic Reserves. The payments contemplated by the foregoing clauses (i)-(iv) of this Section 2.4(e) shall be settled on a net basis within five (5) days Business Days after such amounts have been resolved pursuant to this Section 2.4, by wire transfer of the Final Settlement Dateimmediately available funds to an account designated by Reinsurer or Cedent, as applicable. The amount of any payment to be made pursuant to this Section 2.4(e) shall not bear any interest.

Post-Closing Adjustments. As soon as practicable Within 90 days after the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafter, Seller Sellers shall prepare and deliver to Purchaser Buyer a final settlement statement (the “Final Settlement "Closing Statement”") setting of (i) the net amount of the Current Assets minus the Current Liabilities ("Net Working Capital") as at the Closing Date and (ii) capital expenditures with respect to the Business and depreciation with respect to the Business during the period from the date hereof to and including the Closing Date ("Measurement Period"), in each case in accordance with the accounting principles and assumptions set forth each adjustment or in, and in the form provided in, the document entitled Financial Principles which is included as Schedule 2.3.3 hereto (the "Financial Principles"). If Net Working Capital is more than $1,600,000, the Closing Purchase Price shall be increased by the amount by which Net Working Capital exceeds $1,600,000. If Net Working Capital is less than $1,600,000, the Closing Purchase Price shall be decreased by the amount by which Net Working Capital is less than $1,600,000. If capital expenditures with respect to the Business during the Measurement Period exceed depreciation with respect to the Business during the Measurement Period, the Closing Purchase Price shall be increased by the amount by which such capital expenditures exceed such depreciation, but this amount shall not exceed $1,000,000. If depreciation with respect to the Business during the Measurement Period exceeds capital expenditures with respect to the Business during the Measurement Period, the Closing Purchase Price shall be decreased by the amount by which such depreciation exceeds such capital expenditures. If the Purchase Price, as adjusted as provided above, exceeds the Closing Purchase Price, Buyer shall pay the amount of such excess to Sellers. If the Purchase Price, as adjusted as provided above, is less than the Closing Purchase Price, then Sellers shall pay the amount of such deficit to Buyer. Any such payment that was not finally determined as shall be made by wire transfer of immediately available funds within 15 days after Buyer's written notification to Sellers of Buyer's acceptance of the Closing Statement or within 15 days after Buyer is deemed to have accepted the Closing Statement as provided in this Section 2.3.3. The amount of any payment required by this Section 2.3.3 shall bear interest from the Closing Date through the date of actual payment at the rate of 30-day LIBOR plus 50 basis points. After delivery of the Closing Statement, Sellers shall permit Buyer and showing the calculation of such adjustments Buyer's independent accountants access, upon reasonable notice and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser during reasonable business hours, to review in order their work papers and all books and records of Sellers relevant to the items covered by the Closing Statement, and Sellers shall permit such accountants to perform such tests as they may reasonably require to confirm the adjustments shown accuracy of such items. In the event Buyer disputes any matter or matters on Seller’s draft. As soon as practicable the Closing Statement, Buyer may within forty-five (45) days after receipt the delivery of the Final Settlement StatementClosing Statement notify Sellers of such dispute in a writing setting forth in reasonable detail the nature of such dispute and the facts upon which it is based, but in no event later together with the application or treatment proposed by Buyer and the reasons supporting the use of such application or treatment rather than sixty (60) days thereafter, Purchaser shall deliver that used by Sellers. If both the Closing Statement as delivered by Sellers to Seller Buyer and the Closing Statement as proposed by Buyer would require a written report containing any changes that Purchaser proposes to make payment by the same party pursuant to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt second paragraph of this Section 2.3.3, then such party shall make a payment of the Final Settlement lesser amount reflected on the respective Closing Statements within 15 days of delivery of Buyer's proposed Closing Statement to Sellers, together with interest thereon as provided by such paragraph. If no such notice is given by Buyer within the time specified, the Closing Statement shall be deemed an acceptance accepted by Purchaser Buyer. If the parties have not resolved all matters in dispute relating to the Closing Statement within forty-five (45) days after Sellers' receipt of such notice from Buyer, then any party may notify the Final Settlement Statement as submitted others in writing that it elects to submit all remaining issues to resolution by Sellera neutral accounting firm of national reputation. The Within ten (10) days after receipt of such notice of election by a party, the parties shall agree with respect to upon the changes proposed by Purchaserselection of a neutral accounting firm or, if anythey are unable to agree, no later than sixty (60) days after Seller receives Sellers and Buyer shall each submit the names of two neutral firms and a firm shall be selected at random from Purchaser among them. A firm shall be considered neutral if it has not within the written report described above containing Purchaser’s proposed changes. If the Purchaser past three years performed and the Seller candoes not then agree upon the Final Settlement Statementcurrently perform or contemplate performing any accounting, the determination consulting or other services for any of the amount parties and their respective Affiliates having an aggregate value in excess of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date$250,000.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. (i) As soon as practicable practicable, but no later than ninety (90) days after the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafterthe U.S. Buyer, Seller on behalf of itself and the other Buyers, shall prepare and deliver to Purchaser Seller a final settlement statement (the “Final Settlement Closing Statement”) setting forth each adjustment or payment that was not finally determined as Buyers’ calculation of: (1) the Closing Date Indebtedness; (2) the Closing Date Net Working Capital and the resulting Net Working Capital Adjustment Amount; and (3) the Closing True-Up Amount and the resulting True-Up Adjustment Amount; and based thereon, Buyers’ calculation of the Final Purchase Price (pursuant to the calculation of Final Purchase Price as set forth in Section 1.3(a)). Buyers’ calculations set forth in the Closing and showing Statement (collectively, the “Buyer Purchase Price Calculations”) shall be delivered with reasonable supporting detail with respect to the calculation of such adjustments and amounts. (ii) For the resulting Final Purchase Price. purpose of preparing the Closing Statement, Seller shall make its workpapers cause each of the Transferred Entities to conduct, on the day immediately prior to the Closing Date, a physical inventory of the inventory of each of the Transferred Entities (which physical inventory shall be valued in accordance with the rules and procedures set forth in Exhibit A of this Agreement), and Buyers and their Affiliates and their respective accountants and other information available representatives shall be entitled to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than observe such physical inventory. (iii) Within sixty (60) days thereafterof receipt of the Closing Statement, Purchaser shall deliver to Seller a may provide written report containing any changes that Purchaser proposes to make notice to the Final Settlement StatementU.S. Buyer disputing all or a part of the Buyer Purchase Price Calculations (such notice, a “Purchase Price Dispute Notice”). Any failure by Purchaser to deliver to If Seller the written report detailing Purchaser’s proposed changes does not provide a Purchase Price Dispute Notice to the Final Settlement Statement U.S. Buyer within such sixty (60) days following Purchaser60)-day period, then the parties agree that the Buyer Purchase Price Calculations set forth in the applicable Closing Statement shall become final and binding on the parties hereto. If a Purchase Price Dispute Notice is provided to the U.S. Buyer, then the U.S. Buyer and Seller shall use reasonable efforts to resolve the disputed items during the thirty (30)-day period commencing on the date of the U.S. Buyer’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of Purchase Price Dispute Notice. (iv) If Seller and the Final Settlement Statement as submitted by Seller. The parties shall U.S. Buyer do not agree upon a final resolution with respect to any disputed items within such thirty (30)-day period, then the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement remaining items in dispute shall be submitted immediately to a mutually agreed KPMG LLP, or, if such firm declines to be retained to resolve the dispute or, in the reasonable judgment of the U.S. Buyer and Seller, is conflicted, another internationally recognized, independent public accountants accounting firm reasonably acceptable to the U.S. Buyer and Seller (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 Seller and the U.S. Buyer, and any associated engagement fees shall be initially borne 50% by Seller and 50% by the U.S. Buyer; provided that such fees shall ultimately be borne by Seller and the U.S. 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. 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: (1) shall be bound by the provisions of this Section 1.3; (2) 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 the U.S. Buyer or Seller; (3) shall rely solely on the written submissions of the parties and shall not conduct an independent investigation; (4) shall limit its decision to such items as are in dispute and to only those adjustments as are necessary for the Buyer Purchase Price Calculations to comply with the provisions of this Agreement; and (5) shall act as an expert and not as an arbitrator. Such determination of the Accounting Firm shall be conclusive and binding on upon the parties hereto hereto. (v) The parties agree that they will, and shall be enforceable against any party hereto agree to cause their respective independent accountants and their respective Affiliates to, cooperate and assist in any court the calculation of competent jurisdiction. Any costs the Final Purchase Price and expenses incurred in the conduct of the review by the Accounting Firm pursuant of any proposed calculations of the Final Purchase Price or the components thereof, including the making available, to this Section 12.1 shall be borne by the Seller extent necessary, of books, records, work papers and personnel. (vi) Within three (3) Business Days after the Purchaser equally. The date upon which such agreement is reached or upon on which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the eventdetermined pursuant to this Section 1.3(c): (a1) if the Final Purchase Price is more greater than the Estimated Purchase Price, then the U.S. Buyer shall pay to Seller or other parties designated by Seller, a cash amount equal to such excess, by wire transfer of immediately available funds to the Seller Designated Account(s) (or such other accounts as Seller shall designate in writing to the U.S. Buyer); or (2) if the Estimated Purchase Price is greater than the Final Purchase Price, Purchaser then Seller or its designees shall pay to Seller the U.S. Buyer a cash amount equal to such excess, by wire transfer of immediately available funds to an account that the U.S. Buyer designates in writing to Seller, provided, however, that to the extent any portion of the amounts payable as reflected on the Closing Statement is not disputed pursuant to a Dispute Notice, such difference, orundisputed portion shall be paid by the applicable party within three (3) Business Days after receipt of the Dispute Notice. (bvii) Any amount paid pursuant to this Section 1.3(c) shall be: (1) increased by an amount calculated as interest on such amount at the Applicable Rate from the Closing Date to and including the date of payment based on a three hundred sixty-five (365)-day year; (2) made by wire transfer of immediately available funds to an account designated by the receiving party; and (3) treated as an adjustment to the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Datefor Tax reporting purposes.

Post-Closing Adjustments. (a) As soon promptly as practicable after the Closing, but in no event later than one hundred eighty seventy-five (18075) days thereafterafter the Closing Date, Seller Parent shall cause the Surviving Corporation to prepare and deliver to Purchaser the Representative (on behalf of the Stockholders) a final settlement statement (the “Final Settlement Post-Closing Adjustment Statement”) setting forth each adjustment or payment that was not finally determined as the Surviving Corporation’s calculation of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and showing Closing Transaction Expenses, which shall be calculated on a basis consistent with this Agreement, including, as applicable, Exhibit C. (b) The Surviving Corporation and Parent shall (i) permit the Representative and its representatives to have reasonable access to the books, records and other documents (including work papers, schedules, financial statements, memoranda, etc.) and shall cooperate with the Representative in seeking to obtain work papers from the Surviving Corporation pertaining to or used in connection with the preparation of the Post-Closing Adjustment Statement and provide the Representative with copies thereof (as reasonably requested by the Representative) and (ii) provide the Representative and its representatives reasonable access to the employees and accountants of Parent and the Surviving Corporation as reasonably requested by the Representative. If the Representative (on behalf of the Stockholders and Optionholders) disagrees with any part of the Surviving Corporation’s calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm Closing Net Working Capital Adjustment, the adjustments shown Closing Indebtedness, the Closing Cash or the Closing Transaction Expenses as set forth on Seller’s draft. As soon as practicable after receipt of the Final Settlement Post-Closing Adjustment Statement, but in no event later than sixty the Representative shall, within forty-five (6045) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to after the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following PurchaserRepresentative’s receipt of the Final Settlement Post-Closing Adjustment Statement, notify Parent in writing of such disagreement (an “Objection Notice”). The Objection Notice shall specify which aspects of the Post-Closing Adjustment Statement are being disputed and describe the basis for such dispute by setting forth the Representative’s own calculation of the Closing Net Working Capital Adjustment, the Closing Indebtedness, the Closing Cash or the Closing Transaction Expenses, as applicable. If the Representative does not deliver an Objection Notice within such forty-five (45) day period, then the Post-Closing Adjustment Statement shall be deemed an acceptance by Purchaser conclusive, final and binding on all of the parties (in such instance, a “Final Settlement Statement as submitted by SellerStatement”). The parties If an Objection Notice is delivered to Parent, then Parent and the Representative (on behalf of the Stockholders and Optionholders) shall agree negotiate in good faith to resolve their disagreements with respect to the changes proposed by Purchasercomputation of the Closing Net Working Capital Adjustment, if anyClosing Indebtedness, no later than sixty Closing Cash and/or Closing Transaction Expenses and any such resolution shall be conclusive and binding on all of the parties (60in such instance, a “Final Statement”). In the event that Parent and the Representative are unable to resolve all such disagreements within thirty (30) days after Seller receives from Purchaser Parent’s receipt of such Objection Notice, Parent or the written report described above containing Purchaser’s proposed changes. If the Purchaser Representative may submit such remaining disagreements to any nationally recognized certified public accounting firm other than PricewaterhouseCoopers or Ernst & Young as is reasonably acceptable to Parent and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants Representative (the “Accounting Firm”). (c) Parent and the Representative shall use commercially reasonable efforts to cause the Accounting Firm to resolve all remaining disagreements with respect to the computation of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses identified in the Objection Notice as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within forty-five (45) days after its retention. The Accounting Firm shall consider only those items and amounts in the Surviving Corporation’s and the Representative’s respective calculations of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses that are identified as being items and amounts to which Parent and the Representative have been unable to agree. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Accounting Firm’s determination of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as applicable, shall be based solely on written materials submitted by Parent and the Representative (i.e., not on independent review) and on the definitions set forth in this Agreement. The determination by of the Accounting Firm shall be conclusive and binding on upon the parties hereto and shall not be enforceable against any party hereto subject to appeal or further review (other than with respect to errors in any court of competent jurisdiction. Any arithmetic calculations) (in such instance, a “Final Statement”). (d) The costs and expenses incurred by of the Accounting Firm pursuant to this Section 12.1 in determining the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses shall be borne by the Seller Surviving Corporation, on the one hand, and the Purchaser equally. The date Representative, on behalf of the Stockholders and the Optionholders (which amount shall be treated as a Representative Expense and paid from the Escrow Account as provided in Section 11.12), on the other hand, based upon which such agreement is reached or upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party (by way of illustration only, if Parent claims the Closing Net Working Capital Adjustment is $5,000 less than the amount determined by the Representative, and the Representative contests only $4,000 of the amount claimed by Parent, and if the Accounting Firm ultimately resolves the dispute by awarding Parent $3,000 of the $4,000 contested, then the costs and expenses of the Accounting Firm will be allocated 75% (i.e., 3,000 ÷ 4,000) to the Representative (on behalf of the Stockholders) and 25% (i.e., 1,000 ÷ 4,000) to Parent. (e) The Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses set forth on any Final Purchase Price Statement as determined in accordance with this Section 4.2 is established, shall be herein called the “Final Settlement Date.Net Working Capital Adjustment”, “Final Indebtedness”, “Final Closing Cash” In the event and “Final Transaction Expenses”. For purposes of this Agreement, “Final Closing Consideration” means, without duplication, (ai) two billion four hundred fifty million dollars ($2,450,000,000), less (ii) Final Indebtedness, plus (iii) Final Closing Cash, less (iv) Final Transaction Expenses, plus (v) the Final Purchase Price is more than Net Working Capital Adjustment, less (vi) the Estimated Escrow Amount, less (vii) the Representative Expense Amount. For the avoidance of doubt, in no event shall any amount constituting Indebtedness Prepayment Expenses be taken into account in the calculation of Final Purchase PriceIndebtedness or Final Transaction Expenses for purposes of calculating the Final Closing Consideration or any component thereof. For purposes of this Agreement, Purchaser shall pay to Seller the amount of such difference, or “Post-Closing Adjustment Amount” means (bx) the Final Purchase Price is Closing Consideration less than (y) the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available fundsClosing Consideration (which may be a positive or negative number). Payment by Purchaser or Seller, as the case may be, shall be within Within five (5) days of Business Days after the Final Settlement Date.Closing Consideration and the Post-Closing Adjustment Amount are finally determined pursuant to this Section 4.2:

Post-Closing Adjustments. As soon as practicable after the Closing(a) Azoff Management shall deliver to MSG Member, but in no event later than one hundred eighty within ten (18010) days thereafterfollowing the Closing Date, Seller shall prepare and deliver to Purchaser a final settlement statement notice (the “Final Settlement StatementClosing Adjustments Notice”) setting forth each adjustment or payment that was not finally determined as Azoff Management’s calculation of (i) the operating cash flows of the Contributed Business (calculated on the basis of actual cash received and actual cash expenses paid, in each case to the extent relating solely to the period on and after August 1, 2013) during the period August 1, 2013 through the close of business on the day prior to the Closing Date (the “Interim Period Statement”), and showing (ii) a statement of all amounts paid by AMM prior to August 1, 2013 to the calculation extent they relate solely to the period on or after August 1, 2013 under the Prepayment Arrangements (the “Prepayments” and, together with the net amount of operating cash reflected on the Interim Period Statement, the “Closing Adjustments”), together in each case with documentation reasonably necessary to support Azoff Management’s calculations and shall give MSG Member and its Affiliates access, during normal business hours and upon reasonable notice, to such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt employees and books and records of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement Contributed Business as submitted by SellerMSG Member may reasonably request. The parties shall agree MSG Member must deliver written notice to Azoff Management setting forth in reasonable detail any objections it has with respect to the changes proposed by Purchaser, if any, Closing Adjustments no later than sixty thirty (6030) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If date on which Azoff Management delivered the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants Closing Adjustments Notice (the “Accounting FirmNotice of Objection”). The determination by If MSG Member does not so deliver the Accounting Firm Notice of Objection within such thirty (30) day period, the Closing Adjustments Notice shall be become conclusive and binding on the parties hereto for all purposes of this Agreement. If MSG Member does so deliver the Notice of Objection within such thirty (30) day period, then Azoff Management and MSG Member shall be enforceable against any party hereto use good faith efforts to resolve all the objections contained in any court the Notice of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called Objection (the “Final Settlement DateObjections”) within such thirty (30) day period.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) If MSG Member and Azoff Management are unable to resolve all of the Final Purchase Price is less than Objections within said thirty (30) day period, they shall refer any remaining Objections that have not been resolved by such date to the Estimated Final Purchase PriceCPA Firm, Seller which, acting as experts and not as arbitrators, shall pay make its determination as to Purchaser the amount resolution of such difference, in either event by wire transfer in immediately available fundsremaining Objections. Payment by Purchaser or Seller, as The CPA Firm’s determination with respect to the case may be, remaining Objections shall be conclusive and binding upon the parties. Azoff Management shall make readily available to the CPA Firm all relevant books and records and any work papers relating to the Closing Adjustment Notice and all other items reasonably requested by the CPA Firm in connection therewith. (c) Promptly (and in any event within five (5) days Business Days) after all aspects of the Final Settlement DateClosing Adjustments shall have become conclusive and binding on the parties pursuant to the foregoing provisions, (i) if the Closing Adjustments amount is a positive number (i.e., the net positive operating cash flow exceeds the Prepayments), Azoff Management will pay the absolute value thereof to Newco by wire transfer of immediately available funds to an account or accounts designated by Newco and (ii) if the Closing Adjustments amount is a negative number, then Newco will pay the absolute value thereof to Azoff Management by wire transfer of immediately available funds to an account or accounts designated by Azoff Management. (d) For the avoidance of doubt, Newco shall not pay any expenses relating to any period prior to August 1, 2013. If at any time Azoff Management or its Affiliates receive or received any cash revenues or other payments in respect of the operations of the Contributed Business on or after August 1, 2013 and such revenues or other payments were not reflected in the Closing Adjustment, Azoff Management shall promptly turn over such cash revenues or other payments to Newco. If at any time Newco receives any cash revenues or other payments in respect of the operations of the Contributed Business prior to August 1, 2013, Newco shall promptly turn over such cash revenues or other payments to Azoff Management.

Post-Closing Adjustments. As soon as practicable (a) Not later than the close of business on the thirtieth (30th) day after the ClosingEffective Time (such actual date of delivery, but in no event later than one hundred eighty (180) days thereafterthe “Post-Closing Balance Sheet Delivery Date”), Seller shall prepare and deliver to Purchaser a final settlement statement balance sheet dated as of the Effective Time based on Seller’s books and records and using the internal accounting procedures of Seller consistently applied reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder and prepared in accordance with the Accounting Standards, with the book value of any Transferred Assets determined net of any charge offs, valuation allowances or reserves and except to the extent otherwise specifically provided in this Agreement (the “Final Settlement StatementPost-Closing Balance Sheet”) setting forth each adjustment or payment that was not finally determined as ), together with a copy of Sellers’s calculation of the Purchase Price as adjusted based on the Post-Closing and showing the calculation of such adjustments and the resulting Final Purchase PriceBalance Sheet. Seller shall make afford Purchaser and its workpapers accountants and other information available to Purchaser attorneys the opportunity to review all work papers and documentation used by Seller in order to confirm preparing the adjustments shown on Seller’s draft. As soon Post-Closing Balance Sheet. (b) Except as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statementotherwise expressly provided herein, the determination of the amount of the Final Settlement Statement Post-Closing Balance Sheet shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive final and binding on the parties hereto and unless within thirty (30) days after receipt by Purchaser of the Post-Closing Balance Sheet, Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items shall be enforceable against determined by a nationally-recognized independent accounting firm selected by mutual agreement between Seller and Purchaser; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and that such net amount in dispute will be equally apportioned between Seller and Purchaser. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) Not later than the close of business on the second (2nd) Business Day following the determination of the Post-Closing Balance Sheet (the “Adjustment Payment Date”), Seller and Purchaser shall effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Determination Date Balance Sheet and the Post-Closing Balance Sheet and resulting changes in the Purchase Price. Such funds shall be transferred together with interest thereon computed from the Effective Time up to but not including the Adjustment Payment Date at the applicable Federal Funds Rate. (d) Notwithstanding the foregoing provisions of Section 3.3, if at any time within three (3) months after the Post-Closing Balance Sheet Delivery Date either party hereto discovers an error in any court the calculation of competent jurisdictionthe Post-Closing Balance Sheet that resulted in the Purchase Price actually paid, as adjusted pursuant to Section 3.3 (“Original Price”), being at least $50,000, individually or in the aggregate with all such errors, more or less than the Purchase Price would have been but for such error (“Revised Price”), and notifies the other party thereof, the parties agree to cooperate in good faith to correct the error. Any costs If the parties disagree on the existence or magnitude of an error within ten (10) Business Days after notice thereof, such matter shall be resolved by an independent accounting firm in the same manner as described above for resolving disputed items; provided, however, that in the event the fees of such firm as estimated by such firm would exceed fifty percent (50%) of the net amount in dispute, the parties agree that such firm will not be engaged by either party and expenses incurred that such net amount in dispute will be equally apportioned between Seller, on the one hand, and Purchaser, on the other hand. Upon the determination of the Revised Price, the appropriate party shall pay an amount to the other party that is the difference between the amount actually paid by the Accounting Firm such party pursuant to Section 3.3(c), as adjusted pursuant to this Section 12.1 shall be borne by the Seller 3.3(d), and the Purchaser equally. The date upon which amount that such agreement is reached or upon which party would have paid to the Final Purchase other party if the Original Price is established, shall be herein called had been equal to the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Revised Price, Purchaser shall pay together with interest thereon computed from the Effective Time up to Seller but not including the amount of such difference, or (b) Adjustment Payment Date at the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Dateapplicable Federal Funds Rate.

Post-Closing Adjustments. As soon The Purchase Price shall be increased by the amount by which the retained profits (accumulated earnings less declared dividends) (Bilanzgewinn) of the Company for the fiscal year ended September 30, 2011 as practicable after determined by the Closing, but in no event later than one hundred eighty Company’s audited financial statements (180Jahresabschluss) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement2011 Financial Statements”) setting forth each adjustment or payment that was not finally determined as prepared by accountants of Purchaser’s choice, applying German GAAP (the “Retained Profits”) exceed the amount of EUR 2,000,000.00 (in words: Euro two million). The 2011 Financial Statements shall be prepared on the basis of the Closing and showing unaudited financial statements for the calculation of such adjustments and the resulting Final Purchase Pricefiscal year ending on September 30, 2011 to be prepared by Xx. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement Xxxx Xxxxxxxxx within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) ten days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changesSignature Date. If the Purchaser and It is hereby understood that any bonuses to which the Seller canmay be entitled pursuant to his employment agreement (Anstellungsvertrag) with the Company shall not then agree upon the Final Settlement Statement, be considered in the determination of the amount Retained Profits. The 2011 Financial Statements shall be prepared in accordance with German GAAP as consistently applied in past practice (in particular the financial statements of the Final Settlement Statement Company for the fiscal year ending on September 30, 2010) maintaining, to the extent permitted under mandatory statutory provisions and accepted accounting principles, full accounting and valuation consistency (Bilanzkontinuität und Bilanzstetigkeit). For the avoidance of doubt, the Retained Profits of the Company for the fiscal year ending on September 30, 2011 shall not be reduced by transferring any amounts to the profit reserve (Gewinnrücklage). Any increase in the Purchase Price shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event paid by wire transfer in of immediately available funds. Payment funds by the Purchaser or Seller, as to the case may be, shall be account reflected in Section 3.2 within five thirty (530) days of the Final Settlement 2011 Financial Statements having become final and binding between the Parties in accordance with Section 3.4. If and to the extent accruals (Rückstellungen) will be made in the 2011 Financial Statements to cover potential claims in connection with the damage event disclosed in Schedule 23A, and if and to the extent these accruals will be dissolved (“Dissolved Accruals”) no later than the date the financial statements of the Company for the fiscal year ended September 30, 2012 are prepared by the Company (such date, the “2012 Financial Statement Date”), for example, due to payments of an insurance provider of the Company, the Retained Profits shall be recalculated as if the Dissolved Accruals had not been made in the 2011 Financial Statements. The Purchaser shall without undue delay inform the Seller about any dissolution of such accruals, especially if such dissolution is due to payment by an insurance provider of the Company, and the Seller shall have the right to review the documentation pertaining to the calculation of the accruals and their dissolution. Any further increase of the Purchase Price as a result of such recalculation shall be paid to the Seller. For the avoidance of doubt, this clause does not constitute an obligation of either Party or of the Company to establish accruals in the 2011 Financial Statements for the damage event set forth in Schedule 23A. Alternatively, if and to the extent the damage event set forth in Schedule 23A results in damages to the Company that exceeds the accruals made in the 2011 Financial Statements to account for such damage event (the “Excess Damages”) and such damages are incurred no later than the 2012 Financial Statement Date, the Retained Profits shall be recalculated as if an additional accrual had been made equal to such Excess Damages. Any further decrease to the Purchase Price as a result of such recalculation shall be deducted from the Deferred Consideration or, if such decrease to the Purchase Price occurs after the Deferred Consideration is paid to the Seller, shall be paid by the Seller to the Purchaser, provided that such deduction from the Deferred Consideration and such payment by the Seller (i) shall not exceed EUR 360,000 and (ii) shall be counted toward the cap on the aggregate liability of the Seller set forth in Section 5.1.2(c).

Post-Closing Adjustments. As soon as practicable after (a) Within 60 days following the Closing, but in no event later than one hundred eighty (180) days thereafterPurchaser shall cause to be prepared, Seller shall prepare and deliver to Purchaser a final settlement statement Seller (i) an audited consolidated balance sheet of the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined Company as of the Closing Date (the "Closing Balance Sheet") together with a --------------------- report thereon of the Purchaser's accountants stating that the Closing Balance Sheet was prepared in accordance with GAAP and, if not inconsistent with GAAP, in a manner consistent with the preparation of the Balance Sheet and showing using the calculation same accounting policies, principles and practices that were used by the Company to prepare the Balance Sheet without any changes or modifications, which shall set forth the consolidated assets and liabilities of the Company as of such adjustments date; and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60ii) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the 's determination of the amount of the Final Settlement Statement Closing Net Asset Value, which shall be submitted to derived from the Closing Balance Sheet. The Closing Balance Sheet shall be prepared by a mutually agreed nationally recognized firm of independent public accountants (other than PricewaterhouseCoopers LLP and all of the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by relating to the Accounting Firm pursuant to this Section 12.1 preparation of the Closing Balance Sheet shall be borne solely by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement DatePurchaser.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) Seller and Seller's accountants shall, within 30 days after the Final Purchase Price is less than delivery by Purchaser of the Estimated Final Purchase PriceClosing Balance Sheet, complete their review of the Closing Balance Sheet and the Closing Net Asset Value. In the event that Seller determines that the Closing Balance Sheet or the Closing Net Asset Value has not been determined on the basis set forth in Section 2.3(a) hereof, Seller shall pay so inform Purchaser in writing (the "Seller's Objection"), setting forth a specific ------------------ description of the basis of Seller's Objection and the adjustments to Purchaser the amount Closing Balance Sheet and/or the Closing Net Asset Value which Seller believes should be made, on or before the last day of such difference30-day period. Purchaser shall then have 30 days from receipt of the Seller's Objection to review and respond to the Seller's Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within 10 days following the completion of Purchaser's review of Seller's Objection, in either event by wire transfer in immediately available funds. Payment by they shall refer their remaining differences to a nationally recognized firm of independent public accountants other than PricewaterhouseCoopers LLP or, if such firm or its successor has had any significant business relationships with Seller, Purchaser or Sellertheir respective Affiliates within the last two years, another nationally recognized firm of independent public accountants as to which Seller and Purchaser mutually agree (the case may be"CPA Firm"), shall be within five (5) days who shall, determine on the basis of the Final Settlement Date.standard set forth in -------- Section

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available fundsfunds or, if the amount of such difference is less than Twenty-Five Thousand Dollars ($25,000.00), by check. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event (a) No later than one hundred eighty (180) days thereafterthe 90th day following the Closing Date, Seller shall Acquiror will prepare and deliver to Purchaser the Shareholders’ Representative a final settlement consolidated balance sheet of the Company and the Company Subsidiaries as of the Adjustment Time (the “Closing Balance Sheet”), together with a statement (the “Final Settlement Closing Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on SellerAcquiror’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Merger Consideration. Acquiror will prepare the Closing Balance Sheet and the Closing Statement (including the determinations included therein) in accordance with Section 2.5(c). (b) During the 60-day period immediately following the Shareholders’ Representative’s receipt of the Closing Balance Sheet and the Closing Statement or in the event the Acquiror shall fail to deliver the Closing Balance Sheet and the Closing Statement within such 90-day period (in which case, for purposes of this Section 2 the Price Certification Certificate will be submitted treated as the Closing Balance Sheet and the Closing Statement), the Shareholders’ Representative and its representatives (i) will be permitted to review, during normal business hours and upon reasonable notice, the Surviving Corporation’s and the Company Subsidiaries’ books and records and the working papers related to the preparation of the Closing Balance Sheet and the Closing Statement (including the determinations included therein), and (ii) will be given reasonable access, during normal business hours and upon reasonable notice, to knowledgeable employees and accounting professionals of Acquiror in order to facilitate the Shareholders’ Representative’s review of the Closing Balance Sheet and the Closing Statement; provided, however, that the review and access described in clauses (i) and (ii) will be conducted at times and in a manner that does not unreasonably interfere with the operation of Acquiror’s, the Surviving Corporation’s or the Company Subsidiaries’ respective businesses. The Closing Balance Sheet and the Closing Statement (including the determinations included therein) will become final, binding and conclusive upon Acquiror, the Company Stockholders and the Optionholders (a) on the 60th day following the Shareholders’ Representative’s receipt thereof, unless Acquiror receives from the Shareholders’ Representative prior to such 60th day written notice of the Shareholders’ Representative’s disagreement (a “Dispute Notice”) with any account or determination set forth in the Closing Balance Sheet or the Closing Statement or (b) on such earlier date as the Shareholder Representative notifies Acquiror that it does not dispute the Closing Balance Sheet and Closing Statement; provided if Acquiror shall have failed to delivery timely the Closing Balance Sheet and Closing Statement, the 60-day period referred to in clause (a) shall refer to the 60th day after the same was due to be delivered. Any Dispute Notice will specify in reasonable detail the nature and dollar amount of any disagreement so asserted (collectively, the “Disputed Items”). Any account or determination set forth or reflected on the Closing Balance Sheet or the Closing Statement that is not specifically objected to in the Dispute Notice will be deemed final, binding and conclusive upon Acquiror, the Company Stockholders, the Optionholders, and the Shareholders’ Representative upon delivery of the Dispute Notice. If the Shareholders’ Representative timely delivers a Dispute Notice, then the determination of the Merger Consideration (in accordance with the resolution described in clause (x) or (y) below, as applicable) will become final, binding and conclusive upon Acquiror, the Company Stockholders, the Optionholders, and the Shareholders’ Representative on the first to occur of (x) the date on which Acquiror and the Shareholders’ Representative resolve in writing all differences they have with respect to the Disputed Items or (y) the date on which all of the Disputed Items that are not resolved by the Acquiror and the Shareholders’ Representative in writing are finally resolved in writing by the Independent Accountants in accordance with Section 2.5(c). (c) During the 30 days following delivery of a Dispute Notice, Acquiror and the Shareholders’ Representative will seek in good faith to resolve in writing any differences which they have with respect to all of the Disputed Items. Any Disputed Item resolved in writing by Acquiror and the Shareholders’ Representative will be deemed final, binding and conclusive on the Acquiror, the Company Stockholders, the Optionholders, and the Shareholders’ Representative. If Acquiror and the Shareholders’ Representative do not reach agreement on all of the Disputed Items during such 30-day period (or such longer period as they shall mutually agree), then at the end of such 30-day (or longer) period Acquiror and the Shareholders’ Representative will submit all unresolved Disputed Items (collectively, the “Unresolved Items”) to a mutually agreed nationally recognized firm of independent certified public accountants with a nationwide audit and accounting practice as Acquiror and the Shareholders’ Representative may mutually agree) (the “Accounting FirmIndependent Accountants”) to review and resolve such matters. The Independent Accountants will determine each Unresolved Item (the amount of which may not be more favorable to Acquiror than the related amount reflected in the Closing Statement nor more favorable to the Shareholders’ Representative than the related amount set forth in the Dispute Notice) in accordance with Section 2.5(e) as promptly as may be reasonably practicable, and Acquiror and the Shareholders’ Representative will instruct the Independent Accountants to endeavor to complete such process within a period of no more than 60 days. The Independent Accountants may conduct such proceedings as the Independent Accountants believe, in their sole discretion, will assist in the determination of the Unresolved Items; provided, however, that, except as Acquiror and the Shareholders’ Representative may otherwise agree, all communications between Acquiror and the Shareholders’ Representative or any of their respective representatives, on the one hand, and the Independent Accountants, on the other hand, will be in writing with copies simultaneously delivered to the non-communicating party. The Independent Accountants’ determination of the Unresolved Items will be final, binding and conclusive on Acquiror, the Company Stockholders, the Optionholders, and the Shareholders’ Representative, effective as of the date the Independent Accountants’ written determination is received by Acquiror and the Shareholders’ Representative. The fees and expenses of the Independent Accountants will be borne one-half by Acquiror and one-half by the Shareholders’ Representative, and each of Acquiror and the Shareholders’ Representative will bear its own legal, accounting and other fees and expenses of participating in such dispute resolution procedure. (d) Upon final determination of the Merger Consideration pursuant to Section 2.5(b) or (c) (the “Final Merger Consideration”). The , an adjustment to the Merger Consideration will be determined and paid as follows: (i) If the Estimated Merger Consideration exceeds the Final Merger Consideration, the Shareholders’ Representative and Acquiror shall within fifteen (15) Business Days of the determination of Final Merger Consideration issue joint written instructions directing the Escrow Agent to pay to Acquiror the amount of such excess out of the Indemnification Escrow Account by wire transfer of immediately available funds to the Accounting Firm shall be conclusive account specified by Acquiror. (ii) If the Final Merger Consideration exceeds the Estimated Merger Consideration, Acquiror will pay to the Escrow Agent, on behalf of the Company Stockholders and binding on the parties hereto and shall be enforceable against any party hereto in any court Optionholders, the amount of competent jurisdictionsuch excess. Any costs and expenses incurred amount payable by Acquiror to the Accounting Firm Escrow Agent pursuant to this Section 12.1 shall 2.5(f)(ii) will be borne by paid within fifteen (15) Business Days of the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the determination of Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event Working Capital by wire transfer in of immediately available fundsfunds to the account specified in the Agency Agreement. (e) For the purposes of Section 2.4 and this Section 2.5, each accounting term used herein will have the meaning that is applied thereto in accordance with GAAP and, to the extent consistent with GAAP, the accounting principles, policies, procedures and methodologies applied in preparing the Interim Balance Sheet and the accompanying statement of income. Payment by Purchaser Each account included in the Closing Statement and the Closing Balance Sheet will be (A) calculated in accordance with GAAP as in effect on the Balance Sheet Date, and, to the extent consistent with GAAP as in effect on the Balance Sheet Date, utilizing the accounting principles, policies, procedures and methodologies applied in preparing the Company Financial Statements (without regard for materiality), including with respect to the nature or Sellerclassification of accounts, as and determining levels of reserves or levels of accruals; and (B) consistent with the case may be, shall be within five (5) days books and records of the Final Settlement DateCompany and the Company Subsidiaries and the definitions herein agreed; provided, however, that all known errors and adjustments of the type required in a year-end closing of the books will be taken into account in the calculation of the Merger Consideration.

Post-Closing Adjustments. As soon as practicable (a) Within 60 days after the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafter, Seller the Buyer shall prepare and deliver to Purchaser the Seller statements showing, as at the Effective Date, the actual amount (or, as applicable, the amount conclusively established by definition) of: (i) the “Total Working Capital” (consisting of the actual Hotel Working Capital and the actual Seller Working Capital, with the latter to be supplied by the Seller not less than 45 days after the Closing Date, accompanied by a final settlement statement certificate of an officer of the Seller with knowledge of the matter, stating that to the best of such officer’s knowledge, the Seller Working Capital is true, complete and accurate in all material respects); (ii) the amount of aggregate expenditures on Miscellaneous Operating Supplies at each of the Hotels from January 1, 2005 through the Effective Date; (iii) the Capital Expenditures in respect of the Target North American Capex Amount; (iv) the Capital Expenditures in respect of the Target Foreign Capex Amount; (v) the PIP Expenditures and (vi) the Cash True-Up (the statements in clauses (i) through (vi) collectively, the “Final Settlement StatementClosing Statements”) setting forth ). The Closing Statements shall be presented in the same manner as the estimates prepared by the Buyer for each adjustment or payment (except that was not finally determined the Closing Statement for the Total Working Capital shall include the Seller Working Capital as aforesaid and that there shall be no estimate in respect of the Cash True-Up), and shall be accompanied by a certificate of an officer of the Buyer with knowledge of the matter, stating that to the best of such officer’s knowledge, each Closing Statement is true, complete and accurate in all material respects (except with respect to information furnished by the Seller in respect of the Seller Working Capital). The Seller and its Representatives shall have the right, at the Seller’s expense, to observe the cut-off procedures and physical inventory count as of the Effective Date at each Hotel. (b) Within ten (10) days of the delivery of the Closing and showing Statements, the calculation of such adjustments Seller and the resulting Final Purchase Price. Seller Buyer shall make its workpapers submit the Closing Statements and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make Closing Management Fee Statement to the Final Settlement StatementAccounting Firm. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement The Accounting Firm shall be deemed an acceptance engaged by Purchaser of both the Final Settlement Statement as submitted by Seller. The parties shall agree Seller and the Buyer to perform procedures and render its report with respect to the changes proposed Closing Statements and the Closing Management Fee Statement, and they shall each pay for one-half of the Accounting Firm’s fees and expenses. With respect to the Closing Statements, the Accounting Firm shall undertake the procedures outlined by Purchaserthe parties on Schedule 3.3(b), if anyand any such other procedures as may be agreed by the parties and the Accounting Firm, no later than sixty (60) days after Seller receives from Purchaser to verify whether such items were prepared in accordance with the written report described above containing Purchaser’s proposed changesterms of this Agreement. With respect to the Management Fees reflected on the Closing Management Fee Statement, the Accounting Firm shall verify the mathematical computation of such fees. With respect to the Reimbursables reflected on the Closing Management Fee Statement, the Accounting Firm shall verify the mathematical computation thereof and shall examine the back-up documentation for the Reimbursables maintained at the Hotels. If the Purchaser Accounting Firm determines that any adjustments or corrections are required to the Closing Statements or the Closing Management Fee Statement, it shall make adjustments thereto as it, in its sole discretion, deems appropriate. The Seller and Buyer shall, and the Seller cannot then agree upon Buyer shall cause the Final Settlement Statementmanagement of each Hotel to, cooperate fully with the determination Accounting Firm, and each party shall afford the Accounting Firm access to its books and records and employees, as the Accounting Firm deems necessary or desirable for the completion of its report. Each party shall have access to the workpapers and personnel of the amount of Accounting Firm to review and discuss the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”)’s work and determinations. The determination by determinations of the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by both the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement DateBuyer.” In the event (ac) Within five (5) Business Days of the Final Purchase Price is more than Accounting Firm’s delivery of its final report, the Estimated Final Purchase Price, Purchaser shall pay to Seller or the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or SellerBuyer, as the case may be, shall be within five transfer by wire transfer of United States dollars in immediately available funds to a bank account designated in writing by the other party the difference between the adjustments made to the Unadjusted Purchase Price (5pursuant to Section 3.2(c), above) days and the final determination of the Final Settlement DateAccounting Firm as set forth in Section 3.3(b), above. The interest on such sums shall accrue from the Effective Date to the date of such payment(s) at the Closing Interest Rate.

Post-Closing Adjustments. (a) As soon promptly as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives the Closing Date, Parent shall cause the Surviving Corporation to prepare and deliver to the Representative a statement (the “Post-Closing Adjustment Statement”) setting forth the Surviving Corporation’s calculation of the Closing Merger Consideration, including the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses, which shall be calculated on a basis consistent with this Agreement, including, as applicable, Exhibit A. (b) The Surviving Corporation and Parent shall, upon reasonable prior notice, (i) permit the Representative and its representatives to have reasonable access during normal business hours to the books, records and other documents (including work papers, schedules, financial statements, memoranda, etc., subject to execution of customary work paper access letters if requested by the accountants of the Surviving Corporation or Parent) and shall cooperate with the Representative in seeking to obtain work papers from Purchaser the written report described above containing Purchaser’s proposed changesSurviving Corporation pertaining to or used in connection with the preparation of the Post-Closing Adjustment Statement and provide the Representative with copies thereof (as reasonably requested by the Representative) and (ii) provide the Representative and its representatives reasonable access to the employees and accountants of Parent and its Subsidiaries as reasonably requested by the Representative. If the Purchaser and Representative disagrees with any part of the Seller cannot then agree upon Surviving Corporation’s calculation of the Final Settlement Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash or Closing Transaction Expenses as set forth on the Post-Closing Adjustment Statement, the determination Representative shall, within forty-five (45) days after the Representative’s receipt of the amount Post-Closing Adjustment Statement, notify Parent in writing of such disagreement (an “Objection Notice”). The Objection Notice shall specify which aspects of the Final Settlement Post-Closing Adjustment Statement are being disputed and describe the basis for such dispute. If the Representative does not deliver an Objection Notice within such forty-five (45) day period, then the Post-Closing Adjustment Statement shall be submitted conclusive, final and binding on all of the parties (in such instance, a “Final Statement”). If an Objection Notice is delivered to Parent, then Parent and the Representative shall negotiate in good faith to resolve their disagreements with respect to the computation of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, and any such resolution shall be conclusive and binding on all of the parties (in such instance, a “Final Statement”). In the event that Parent and the Representative are unable to resolve all such disagreements within thirty (30) days after Parent’s receipt of such Objection Notice, Parent or the Representative may submit such remaining disagreements to a mutually agreed nationally recognized certified public accounting firm of independent public accountants as is reasonably acceptable to Parent and the Representative (the “Accounting Firm”). (c) Parent and the Representative shall instruct the Accounting Firm to resolve all remaining disagreements with respect to the computation of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses identified in the Objection Notice as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within thirty (30) days after its retention. The Accounting Firm shall consider only those items and amounts in the Surviving Corporation’s and the Representative’s respective calculations of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses that are identified as being items and amounts to which Parent and the Representative have been unable to agree (it being understood and agreed that all other items which are not the subject of objections in the Objection Notice shall be conclusive, final and binding on all of the parties). In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Accounting Firm’s determination of the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as applicable, shall be based solely on written materials submitted by Parent and the Representative (i.e., not on independent review) and on the definitions set forth in this Agreement. The determination by of the Accounting Firm shall be conclusive and binding on upon the parties hereto and shall not be enforceable against any party hereto subject to appeal or further review (other than with respect to errors in any court of competent jurisdiction. Any arithmetic calculations) (in such instance, a “Final Statement”). (d) The costs and expenses incurred by of the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller Surviving Corporation in the proportion that the aggregate dollar amount of the items that are successfully disputed by the Representative (as finally determined by the Accounting Firm) bears to the aggregate dollar amount of the items submitted to the Accounting Firm and by the Purchaser equally. The date upon Representative (which such agreement is reached or upon which the Final Purchase Price is established, amount shall be herein called treated as a Representative Expense and paid from the Escrow Account as provided in Section 11.13) in the proportion that the aggregate dollar amount of the disputed items that are unsuccessfully disputed by the Representative (as finally determined by the Accounting Firm) bears to the aggregate dollar amount of the items submitted to the Accounting Firm. (e) The Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses set forth on any Final Statement as determined in accordance with this Section 4.2 shall be the “Final Settlement Date.Net Working Capital Adjustment”, “Final Indebtedness”, “Final Closing Cash” In and “Final Transaction Expenses”. For purposes of this Agreement, “Final Closing Merger Consideration” means, without duplication, (i) the event Enterprise Value, less (aii) Final Indebtedness, plus (iii) Final Closing Cash, less (iv) Final Transaction Expenses, plus (v) the Final Purchase Price is more than Net Working Capital Adjustment, less (vi) the Estimated Final Purchase PriceEscrow Amount, Purchaser shall pay to Seller less (vii) the amount Indemnity Escrow Amount. For purposes of such differencethis Agreement, or “Post-Closing Adjustment Amount” means (bx) the Final Purchase Price is Closing Merger Consideration less than (y) the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available fundsClosing Merger Consideration (which may be a positive or negative number). Payment by Purchaser or Seller, as the case may be, shall be within Within five (5) days of Business Days after the Final Settlement Date.Closing Merger Consideration and the Post-Closing Adjustment Amount are finally determined pursuant to this Section 4.2:

Post-Closing Adjustments. As soon as practicable The Amberglen Consideration shall be adjusted after the Closing, but in no event later than one hundred eighty Closing Date as follows: (180i) Within ninety (90) days thereafterfollowing the Closing Date, Seller the Operating Partnership shall prepare and deliver to Purchaser Amberglen a final settlement statement setting forth a calculation of the aggregate Net Working Capital of the Initial Property Owners and the Second City Initial Property Owners (as defined in the Second City Contribution Agreement) as of 12:01 A.M., New York City time, on the Closing Date (the “Closing Date Net Working Capital”), which calculation shall be prepared in a manner consistent and using the same methodology with the most recent available balance sheet attached hereto as, and any other adjustments shown on, Schedule 1.02(b), and, to the extent not inconsistent with said Schedule, in accordance with GAAP. For purposes of this Agreement “Net Working Capital” as of any particular date shall be calculated by subtracting (x) the aggregate balances in the current liabilities accounts identified on Schedule 1.02(b)(i) as of such date from (y) the aggregate balances of the current asset accounts listed on Schedule 1.02(b)(i) as of such date, in each case, determined in accordance with GAAP, subject to the modifications described on Schedule 1.02(b)(i). (ii) The Operating Partnership shall comply with Amberglen’s reasonable requests for supporting documentation used in the preparation of the Closing Date Net Working Capital and to access the Initial Property Owners books and records pertaining thereto. Except as set forth below, the Closing Date Net Working Capital shall be deemed to be and shall be final, binding and conclusive on the parties upon the earlier of (the “Final Settlement StatementResolution Date”): (a) setting forth each adjustment or payment that was not finally determined as Amberglen’s delivery of a written notice to the Operating Partnership of its approval of the Closing Date Net Working Capital; (b) the failure of Amberglen to notify the Operating Partnership in writing in accordance with Section 1.02(b)(iii) of a dispute with the Closing Date Net Working Capital (an “Objection Notice”); and showing (c) the resolution of all disputes, pursuant either to Section 1.02(b)(iv) or to Section 1.02(c), by the Independent Accounting Firm. (iii) If Amberglen disagrees with the Closing Date Net Working Capital, it may, within thirty (30) days of the delivery by the Operating Partnership of the Closing Date Net Working Capital and such supporting documentation as requested pursuant to Section 1.02(b)(ii), deliver an Objection Notice setting forth Amberglen’s calculation of the Closing Date Net Working Capital. Any such adjustments Objection Notice shall specify those individual line items in the Closing Date Calculations with which Amberglen disagrees and the resulting Final Purchase Priceitems, facts, amounts, calculations, or valuations used to determine such line items. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement Amberglen shall be deemed an acceptance by Purchaser to have agreed with all line items or amounts contained in the Closing Date Net Working Capital and all calculations, items, facts, amounts or valuations used in determining any line item of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect Closing Date Net Working Capital unless, and only to the changes proposed extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If Amberglen does not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by Purchaserthe Operating Partnership shall be binding and conclusive on the parties hereto. (iv) If Amberglen timely delivers an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), if anythe Operating Partnership and Amberglen shall attempt in good faith to reconcile the parties’ differences, no later than sixty and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If the Operating Partnership and Amberglen are unable to reach a resolution within thirty (6030) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If delivery of the Purchaser Objection Notice, the Operating Partnership and Amberglen shall submit their respective determinations and calculations and the Seller cannot then agree upon the Final Settlement Statementitems remaining in dispute for resolution to BDO USA, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants LLP (the “Independent Accounting Firm”). The determination by lead partner of the Independent Accounting Firm shall be conclusive named by the managing partner of the accounting firm or by such other practice ordinarily employed by the Independent Accounting Firm. While each Party represents that it is not aware of any conflicts as of the date hereof that could negatively impact the Independent Accounting Firm’s ability to serve in such capacity or to allow for the possibility of such a conflict of interest or a refusal by the designated firm to serve as the Independent Accounting Firm, if the designated accounting firm is not eligible or will not serve as the Independent Accounting Firm, Amberglen and binding on the parties hereto Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be enforceable against any party hereto in any court the Independent Accounting Firm. (v) The Independent Accounting Firm shall establish such procedures giving due regard to the intention of competent jurisdiction. Any costs the Parties to resolve disputes as promptly, efficiently, and expenses incurred inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or Amberglen. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 12.1 1.02(b): (A) The Operating Partnership and Amberglen shall be borne execute any agreement required by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the eventIndependent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (aB) The Operating Partnership and Amberglen shall each bear one-half of the Final Purchase Price is more than fees and costs of the Estimated Final Purchase PriceIndependent Accounting Firm; provided, Purchaser shall however, that the engagement agreement referred to above may require the Operating Partnership and Amberglen to be bound jointly and severally to the Independent Accounting Firm for those fees and costs, and in the event Operating Partnership or Amberglen pay to Seller the Independent Accounting Firm any amount in excess of such differenceone-half of the fees and costs of its engagement, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay other Party agrees to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser reimburse Operating Partnership or SellerAmberglen, as applicable, upon demand, to the case may be, shall be within five (5) days extent required to equalize the payments made by Operating Partnership and Amberglen with respect to the fees and costs of the Final Settlement DateIndependent Accounting Firm.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty (180a) Within ninety (90) days thereafterfollowing the Closing Date, Seller Parent shall prepare and deliver to Purchaser the Stockholders a final settlement written statement (the “Final Settlement "Closing Statement”") setting forth each adjustment or payment that was not finally determined which shall include (i) a balance sheet of the Company, as of the Closing Date (the "Closing Balance Sheet") and showing (ii) Parent's calculations of (A) Closing Cash, (B) Closing Indebtedness (including, for the calculation avoidance of doubt, the Section 481 Adjustment), (C) Closing Net Working Capital (without giving effect to the transactions contemplated by this Agreement), (D) the Working Capital Adjustment, and (E) the Company Expenses, in each case as of the Effective Time. The Closing Statement shall be prepared in accordance with the methodologies and practices used by the Company in the preparation of the Pre-Closing Statement and shall include reasonable supporting documentation for the calculations and components contained therein. (b) The Stockholders shall have thirty (30) days following their receipt of the Closing Statement (the "Review Period") to review the same. During the Review Period, the Surviving Entity and Parent shall provide the Stockholders with (i) such adjustments information as may be reasonably requested by the Stockholders with respect to their review of the Closing Statement, including without limitation all accountant work papers and the resulting Final Purchase Price. Seller shall make books and records of Surviving Entity and (ii) access to any personnel of Parent (or any of its workpapers subsidiaries) or the Company, including Third Party accountants and auditors who are familiar with such matters or otherwise involved in the preparation of the Closing Balance Sheet and other information available to Purchaser to review contained in order to confirm the adjustments shown on Seller’s draftClosing Statement and/or any components thereof. As soon as practicable after receipt On or before the expiration of the Final Settlement StatementReview Period, but in no event later than sixty (60) days thereafter, Purchaser the Stockholders shall deliver to Seller Parent a reasonably detailed written report containing any changes that Purchaser proposes to make statement accepting or objecting to the Final Settlement Closing Statement. Any failure by Purchaser to deliver to Seller In the written report detailing Purchaser’s proposed changes event that the Stockholders shall object to the Final Settlement Statement within sixty Closing Statement, such written statement (60an "Objection Notice") days following Purchaser’s receipt shall include a reasonable explanation of the Final Settlement Statement shall be deemed an acceptance by Purchaser Stockholders' objections and the reasons therefor. The Stockholders may object to any component of the Final Settlement Closing Statement as submitted by Seller. The parties shall agree with respect to and/or any of the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser calculations set forth therein and/or any component of any of the written report described above containing Purchaser’s proposed changesnumbers set forth in the Closing Statement or any other matters set forth therein. If the Purchaser Stockholders do not deliver an Objection Notice to Parent within the Review Period, the Stockholders shall collectively be deemed to have accepted the Closing Statement and all of the determinations and calculations contained therein, and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement same shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be become binding and conclusive and binding on the parties hereto and not subject to further appeal. (c) In the event that the Stockholders shall have duly delivered an Objection Notice to Parent within the Review Period, Parent and the Stockholders shall promptly in good faith attempt to resolve the objections contained therein. All such objections that are resolved in a signed writing between the parties shall be enforceable against final, binding and conclusive on the parties and not subject to further appeal (the "Resolved Items"). Any such objections which cannot be resolved between Parent and the Stockholders within thirty (30) days following Parent's receipt of the Objection Notice (such specific remaining objections, collectively, the "Unresolved Items") shall be resolved in accordance with this Section 3.3(c); provided, that neither Parent nor the Stockholders shall be permitted to raise any objection to the Pre-Closing Statement or the Closing Statement, as applicable, unless such objection is raised in the initial Closing Statement or the initial Objection Notice, respectively, as opposed to any amendment or restatement thereof, none of which shall be permitted. Should the Stockholders and Parent not be able to resolve such Unresolved Items, within the thirty (30) day period described above, either party hereto may submit only the Unresolved Items to the Independent Accounting Firm for review and resolution, with instructions to complete the same as promptly as practicable, but in any event within thirty (30) days of its engagement. Each of Parent and the Stockholders agree to execute, if required, a customary engagement letter with the Independent Accounting Firm. Such Independent Accounting Firm shall review only the Unresolved Items and shall deliver a written statement, within thirty (30) days of the submission of the Unresolved Items to such Independent Accounting Firm (it being understood that all Unresolved Items must be submitted at the same time), setting forth its own calculation of each of the Unresolved Items. The calculation for each Unresolved Item shall not be greater than the highest value, or less than the lowest value, given such Unresolved Item in the Closing Statement or the Objection Notice, as applicable, and shall be made using the same methodologies and practices used by the Company in the preparation of the Most Recent Balance Sheet, consistently applied, and shall be based solely on the materials submitted to the Independent Accounting Firm by Parent or the Stockholders, and not by independent review. Neither Parent nor Stockholders shall have or conduct any communication, either written or oral, with the Independent Accounting Firm without the other party either being present or receiving a concurrent copy of any written communication. The Independent Accounting Firm's calculations of the Unresolved Items, absent manifest error, shall be binding and conclusive on the parties and not subject to appeal. Each party shall bear its own costs and expenses in connection with the resolution of such Unresolved Items by the Independent Accounting Firm. The fees and expenses of the Independent Accounting Firm shall be allocated between Parent and the Stockholders so that the amount of fees and expenses paid by the Stockholders (with the remainder of such amount being paid by Parent) shall be equal to the product of (x) and (y), where (x) is the aggregate amount of such fees and expenses, and where (y) is a fraction, the numerator of which is the amount in dispute that is ultimately unsuccessfully disputed by the Stockholders (as determined by the Independent Accounting Firm) and the denominator of which is the total value in dispute. The parties agree that the procedure set forth in this Section 3.3(c) for resolving disputes with respect to the Closing Statement shall be the sole and exclusive method for resolving any such disputes. The Independent Accounting Firm's determination may be enforced in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable The Purchase Price set forth in Section 1.3(b) shall be subject to further adjustment after the Closing, but in no event Closing Date as follows: (a) Not later than one hundred eighty (180) 45 days thereafterafter the Closing Date, the Seller shall prepare and cause Coopers & Lybrxxx XXX, independent public accountants for the Seller (the "Accountants"), to deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined Party an audited Buyer's balance sheet as of the Closing and showing Date allocated to the calculation of such adjustments Buyer and the resulting Final Purchase PriceSeller in accordance with SCHEDULE 1.6 (a) attached hereto (the "Closing Balance Sheet"), provided, however, that accounts receivable on the Closing Balance Sheet shall not be audited by the Accountants. Seller The Closing Balance Sheet shall make its workpapers be prepared in accordance with United States generally accepted accounting principles ("GAAP") applied consistently with the Seller's past practice and other information available to Purchaser to review the Referenced Balance Sheet (as defined in order to confirm the Section 2.6), without any adjustments shown on Seller’s draft. As soon applicable solely as practicable after receipt a result of the Final Settlement Statementtransactions contemplated by this Agreement, but in no event later than sixty (60) days thereafterand shall be certified without qualification by the Accountants, Purchaser provided, however, that inventory of DRAM chips shall deliver to Seller a written report containing any changes that Purchaser proposes to make to be valued at the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt lower of the Final Settlement Statement Seller's purchase price or $17.00 per unit and there shall be deemed an acceptance no reserve against accounts receivable. (b) The Closing Balance Sheet delivered pursuant to Section 1.6(a) shall be accompanied by Purchaser of a statement prepared by the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to Accountants, setting forth the changes proposed by Purchaseramount, if any, no later than sixty by which the Net Book Value as shown on the Closing Balance Sheet, is greater than, or less than, the Net Book Value as shown on the Estimated Balance Sheet (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If "Net Asset Adjustment"), together with the Purchaser and calculations showing the Seller cannot then agree upon the Final Settlement Statement, basis for the determination of such amount. For purposes of this Agreement, "Net Book Value" shall mean the amount of net book value allocated to the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement DateBuyer.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. The following adjustments shall be made following Closing: 2.6.4.1 As soon as practicable after the Closingpracticable, but in no any event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser following the written report described above containing Purchaser’s proposed changes. If the Purchaser Closing Date, Xxxxx Tulsa shall cause to be prepared and delivered to the Seller cana statement (the “Post-Closing Statement”) setting forth the aggregate value of all adjustments to the Purchase Price required by Section 2.6.3.1 and Section 2.7.3 not then agree upon previously effected (the Final Settlement Statement, “Adjustment Balance”) (with adjustments reducing the determination Purchase Price to an amount less than the amount of estimated Purchase Price paid at Closing being a negative number to the extent of the deficit and adjustments increasing the Purchase Price to an amount in excess of the amount of estimated Purchase Price paid at Closing being a positive number to the Final Settlement extent of such surplus) together with reasonably detailed information supporting the Adjustment Balance. Upon receipt of the Post-Closing Statement, the Seller and the Seller’s independent accountants shall be permitted during the succeeding thirty (30) day period to examine the Post-Closing Statement, the supporting information provided by the Buyers and such other documents as the Seller may reasonably request in connection with its review. If, within thirty (30) days following delivery of the Post-Closing Statement, the Seller shall not have given Xxxxx Tulsa notice of the Seller’s objection to any of the computations in the Post-Closing Statement (which notice shall contain a reasonably detailed statement of the basis of such objection), then the Post-Closing Statement will be final and binding upon the Parties. If the Seller gives notice to Xxxxx Tulsa of the Seller’s objection, and the Seller and Xxxxx Tulsa are unable to resolve the issues in dispute within thirty (30) days after delivery of such notice of objection, such dispute shall be finally and exclusively referred to and settled by arbitration under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”); provided, that the foregoing shall not prevent any Party from seeking any court order in aid of arbitration and, provided further, that only disputes between the Parties related to the Adjustment Balance shall be submitted to a mutually agreed firm and determined through arbitration, and this provision shall not limit the applicability of independent public accountants (Section 11.6 below to all other disputes arising out of or related to this Agreement. In the “Accounting Firm”)event of any conflict between the Commercial Arbitration Rules of the AAA and the provisions of this Section, the provisions of this Section shall govern and control. The determination by the Accounting Firm arbitration shall be conclusive heard and binding on the parties hereto and determined by three (3) neutral arbitrators. Each side shall be enforceable against any party hereto in any court appoint an arbitrator of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be its choice within five (5) days of the Final Settlement Datesubmission of a notice of arbitration. The Party-appointed arbitrators shall in turn appoint a presiding arbitrator of the tribunal within five (5) days following the appointment of both Party-appointed arbitrators. If the Party-appointed arbitrators cannot reach agreement on a presiding arbitrator of the tribunal and/or one Party fails or refuses to appoint its Party-appointed arbitrator within the prescribed period, the appointing authority for the presiding arbitrator and/or such Party-appointed arbitrator shall be the AAA, which, in each case, shall appoint an independent arbitrator who does not have any financial interest in the dispute, controversy or claim or bear any relationship to either Party. Unless otherwise expressly agreed in writing by the parties to the arbitration proceedings: (i) the arbitration proceedings shall be held in Dallas, Texas; (ii) the arbitrators shall be and remain at all times wholly independent and impartial; (iii) the arbitration proceedings shall be conducted under the Commercial Arbitration Rules of the AAA, as amended from time to time; (iv) any procedural issues not determined under the arbitration rules selected pursuant hereto shall be determined by the arbitration act and any other Laws of the State of Utah, other than those laws which would refer the matter to another jurisdiction; (v) all decisions and awards by the arbitration tribunal with respect to the determination of the Adjustment Balance shall be made by majority vote, shall be reduced to writing, shall state the reasoning on which the award is based, shall be final and binding without the right of appeal and shall constitute the final and exclusive determination of the Adjustment Balance for purposes of the Post-Closing Statement; (vi) the Adjustment Balance determined by the arbitrators shall be promptly paid free of any deduction or offset; and (vii) any costs or fees incident to enforcing the Adjustment Balance determined by the arbitrators shall, to the maximum extent permitted by Law, be charged against the Party resisting such enforcement. The fees of the arbitrators shall be borne by Xxxxx Tulsa, on the one hand, and the Seller, on the other hand, in the same proportion that the dollar amount of disputed items lost by Xxxxx Tulsa, on the one hand, or the Seller, on the other hand, bears to the total dollar amount in dispute that is resolved by the arbitrators, and the arbitrators shall set forth apportionment of such fees (according to the foregoing) as part of their decision. Each of the respective Parties shall bear all other fees, costs and expenses of the arbitration proceedings (including reasonable attorneys’ fees and costs) incurred by such Party. The arbitration shall proceed in the absence of a Party who, after due notice, fails to answer or appear; determination of the Adjustment Balance shall not be made solely on the default of a Party, but the arbitrator(s) shall require the Party that is present to submit such evidence as the arbitrators may determine is reasonably required to determine the Adjustment Balance. 2.6.4.2 If the Adjustment Balance, as finally determined pursuant to Section 2.6.4.1, is less than zero, then the Seller shall pay to Xxxxx Tulsa an amount equal to such deficit by wire transfer of immediately available funds to such account or accounts of Xxxxx Tulsa, as may be designated by Xxxxx Tulsa. If the Adjustment Balance is greater than zero, Xxxxx Tulsa shall pay to the Seller an amount equal to the surplus by wire transfer of immediately available funds to such account or accounts of the Seller, as may be designated by the Seller. Such amounts shall be paid by the applicable Party to the other Party within two (2) Business Days of the final determination of the Adjustment Balance pursuant to Section 2.6.4.1, which amount of the payment shall bear interest from and including the Closing Date to, but excluding, the date of payment at a rate per annum equal to 4%. Such interest shall be payable at the same time as the payments to which it relates and shall be calculated on the basis of a year of three hundred sixty-five (365) days and the actual number of days for which it is due. 2.6.4.3 Each Party agrees that, following the Closing, it shall not knowingly take any actions with respect to the accounting books, records, policies and procedures of the Business that would obstruct or prevent the preparation of the Post-Closing Statement as provided in this subsection. The Seller shall cooperate in the preparation of the Post-Closing Statement, including providing customary certifications to each Buyer, or, if requested, to each Buyer’s independent accountants or the accounting firm selected by mutual agreement of the Parties pursuant to this Section. The Buyers and the Seller shall each bear its own expenses incurred in connection with the preparation and review of the Post-Closing Statement.

Post-Closing Adjustments. As soon as practicable after To the Closingextent applicable, but Seller and Purchaser, acting in good faith, shall reconcile with each other within ninety (90) days of the later of (i) the Closing Date or (ii) the date an allocated amount becomes fixed and ascertainable (provided that in no event shall such date be later than one hundred eighty six (1806) months following the Closing Date), the amounts prorated and adjusted pursuant to this Article V using any new or updated information, including the reconciliation of estimated amounts with actual amounts, the correction of any errors and the inclusion of any items which should have been included at the Closing. Notwithstanding anything to the contrary contained herein, Seller’s obligations for real estate and personal property taxes shall be based on the assessed value set forth on Schedule 5.6. All adjustments to be made based on the mutual agreement of the parties shall be paid to the party entitled to the benefit of such adjustment within thirty (30) days thereafter, Seller shall prepare and deliver to Purchaser a after the final settlement statement (determination thereof. In the “Final Settlement Statement”) setting forth each adjustment or payment that was event the parties have not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree agreed with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall all adjustments required to be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm made pursuant to this Section 12.1 5.6 within thirty (30) days following expiration of such ninety (90) day period, upon application by any such party, a certified public accountant reasonably acceptable to the parties shall determine any such adjustments which have not theretofore been agreed to between such parties. The charges of such accountant shall be borne split equally by the Seller and parties, unless one party prevails in all matters relating to such dispute, in which case the Purchaser equallyparty that is not the prevailing party shall pay all charges of such accountant. The date upon which such agreement is reached or upon which All adjustments to be made as a result of the Final Purchase Price is established, final results of the adjustments shall be herein called paid to the “Final Settlement Date.” In party entitled to the event benefit of such adjustment within thirty (a30) days after the Final Purchase Price is more than final determination thereof. Notwithstanding anything to the Estimated Final Purchase Pricecontrary contained in this Agreement, (i) in the event that, following the Closing, Purchaser shall pay receive a refund of real estate taxes which relates to Seller any period of time all or partly prior to the Closing (whether such refund is made by direct payment or in the form of a credit against future real estate tax obligations), such refund (net of the reasonable, out-of-pocket costs of obtaining such refund, which shall be apportioned in the same percentages as the refund itself) shall be apportioned between the parties in proportion to the amount of such differencetime that each party owned the Property during the tax period to which the refund relates, or and (bii) subject to the Final Purchase Price is less than requirements of clause (i), neither party shall have any obligation to re-adjust any items after the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days expiration of the Final Settlement Dateperiods set forth in this Section 5.6.

Post-Closing Adjustments. As soon as practicable (a) Not later than 30 days after the ClosingEffective Time (such actual date of delivery, but in no event later than one hundred eighty (180) days thereafterthe “Post-Closing Balance Sheet Delivery Date”), Seller shall prepare and deliver to Purchaser a final settlement statement balance sheet dated as of the Effective Time based on Seller’s books and records and using the internal accounting procedures of Seller consistently applied reflecting the Transferred Assets and the Transferred Liabilities (the “Final Settlement StatementPost-Closing Balance Sheet”) setting forth each adjustment or payment that was not finally determined as ), together with a copy of Seller’s calculation of the Closing and showing the calculation of such adjustments Date Payment Amount as adjusted hereunder and the resulting Final Purchase Priceamounts payable thereunder. Seller shall make afford Purchaser and its workpapers accountants and other information available to Purchaser attorneys the opportunity to review all work papers and documentation used by Seller in order to confirm preparing the adjustments shown on Seller’s draft. As soon Post-Closing Balance Sheet. (b) Except as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statementotherwise expressly provided herein, the determination of the amount of the Final Settlement Statement Post-Closing Balance Sheet shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive final and binding on the parties hereto and unless within 90 days after receipt by Purchaser of the Post-Closing Balance Sheet, Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten Business Days of the receipt by Seller of notice of such disagreement, such items shall be enforceable against determined by a national independent accounting firm selected by mutual agreement between Seller and Purchaser. Such accounting firm shall be instructed to resolve the disputed items within ten Business Days of engagement, to the extent reasonably practicable. The determination of such accounting firm shall be final and binding on the parties hereto. The fees of any party hereto in any court of competent jurisdiction. Any costs and expenses incurred such accounting firm shall be paid by the Accounting Firm Purchaser, unless either (x) the amount of the net adjustment payable to Purchaser is more as a result of the Post-Closing Balance Sheet is more than 110% of the final net adjustment determined to be payable to Purchaser by such accounting firm or (y) the amount of the net adjustment payable to Seller as a result of the Post-Closing Balance Sheet is less than 90% of the final net adjustment determined to be payable to Seller by such accounting firm. Notwithstanding the foregoing provisions of this Subsection, if at any time within three months after the Post-Closing Balance Sheet Delivery Date either party discovers an error in the calculation of the Post-Closing Balance Sheet that resulted in the Purchase Price actually paid, as adjusted pursuant to this Section 12.1 shall be borne by Section, being at least $50,000, individually or in the Seller and the Purchaser equally. The date upon which aggregate with all such agreement is reached errors, more or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase PricePrice would have been but for such error, and notifies the other party thereof, the parties agree to cooperate in good faith to correct the error. If the parties disagree on the existence or magnitude of an error within ten Business Days after notice thereof, such matter shall be resolved by an independent accounting firm in the same manner as described above for resolving disputed items. (c) Not later than the close of business on the fifth day following the determination of the Post-Closing Balance Sheet (the “Adjustment Payment Date”), Seller and Purchaser shall pay effect the transfer of any funds as may be necessary to Purchaser reflect changes in such assets and liabilities between the amount of Pre-Closing Balance Sheet and the Post-Closing Balance Sheet to the extent such differenceassets and liabilities were used to calculate the Purchase Price pursuant to Section 2.2(a) and the resulting changes in the Purchase Price as a result thereof, in either event by wire transfer in immediately available funds. together with interest thereon computed from the Effective Time up to but not including the Adjustment Payment by Purchaser or Seller, as Date at the case may be, shall be within five (5) days of the Final Settlement Dateapplicable Federal Funds Rate.

Post-Closing Adjustments. As soon (A) Except for mathematical mistakes in the calculation of any proration or any other mistake of fact or mutual mistake in connection with any Prorated Items, the proration (i) for Property Taxes shall be final as practicable after provided in Section 15.4 hereof and (ii) for all other Prorated Items other than Property Taxes (the Closing“Remaining Prorated Items”), but shall be adjusted post-Closing in no event later than one hundred eighty accordance with this Section 3.6. (180B) days thereafter, A final determination of post-Closing adjustments for the Remaining Prorated Items shall be made in good faith by Seller and shall prepare and deliver to Purchaser be set forth in a final settlement statement (the “Final Proration Settlement Statement”) setting forth prepared by Seller and delivered to Buyer not later than one hundred twenty (120) days after the Closing. The final accounting for each adjustment or payment that was not finally Remaining Prorated Item shall be determined using the final, actual amount of such Remaining Prorated Item for the period of time prorated, and the Proration Settlement Statement shall (i) contain all information reasonably necessary to support the final accounting and (ii) be certified by an authorized officer of Seller to be true, correct and complete as of the Closing date thereof. If the final, actual amount for any Remaining Prorated Item is not available at the time of the preparation and showing delivery of the calculation of such adjustments and the resulting Final Purchase Price. Proration Settlement Statement, Seller shall make its workpapers so advise Buyer, and Seller shall provide a separate Proration Settlement Statement for any such Remaining Prorated Items within a reasonable time after the final, actual amounts become available. (C) The Party owing any amounts (“Payor”) on the Proration Settlement Statement shall pay all such amounts to the other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable Party (“Payee”) within fifteen (15) days after Buyer's receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Proration Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes amounts owing pursuant to the Final Proration Settlement Statement and not paid within such fifteen (15) day period shall bear interest from the Closing until paid at the rate specified in Section 20.6. (D) If either Buyer or Seller discovers or determines within sixty (60) days following Purchaser’s after the Closing Date that any proration made as of the Closing Date was mathematically incorrect when made or that any other mistake of fact or mutual mistake occurred with respect to any proration, then the discovering Party shall notify the other Party in writing of any such mistake and provide such other Party with all information reasonably necessary to give notice of any mistake with specificity. The Payor owing any undisputed amounts necessary to correct any mistake shall pay the Payee promptly. (1) If the Party receiving such notice does not agree with the discovering Party, then such Party shall notify the discovering Party of its objections within thirty (30) days after its receipt of the Final Settlement Statement notice of mistake from discovering party. (2) With respect to any disputed amounts, the Parties shall reasonably attempt to resolve the dispute within a reasonable amount of time but no later than forty-five (45) days after the receipt of the discovering party's notice by the other party. If the parties fail to resolve the dispute in the specified time, then the foregoing determination shall be made by a partner or manager or representative of a major U.S. accounting firm acceptable to Seller and Buyer (an “Acceptable Accountant”), which determination shall be final and conclusive. For purposes of making the foregoing determination, a certified public accountant who is also a partner in one of the following accounting firms shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by SellerAcceptable Accountant: KPMG, Deloitte Touche Tohmatsu, or Ernst & Young. The parties shall agree with respect Notwithstanding anything to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto contrary in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 3.6(D), any current auditor of any Affiliate of Buyer or Seller that is a publicly traded company (including Chevron) shall not be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall deemed to be herein called the “Final Settlement Datean Acceptable Accountant.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within Within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement Closing Date, the Parent shall be deemed an acceptance by Purchaser of cause the Final Settlement Statement as submitted by Seller. The parties shall agree with respect Surviving Company to prepare and deliver to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser Stockholders’ Representative an unaudited balance sheet for the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants Company (the “Accounting FirmClosing Date Balance Sheet”) and a calculation of the Closing Date Working Capital as of the close of business on the Closing Date, which shall be prepared by the Surviving Company in accordance with GAAP utilizing the same GAAP methodology and assumptions as was used in preparing the Estimated Closing Date Balance Sheet (to the extent consistent with those used in preparing the Financial Statements). The determination Parent shall, and shall use commercially reasonable efforts to cause the Surviving Company’s accountants to, provide the Stockholders’ Representative with reasonable access to all books, records, work papers and other documents and data as was used to prepare the Closing Date Balance Sheet. The Stockholders’ Representative shall have the right to dispute the Closing Date Balance Sheet (and any items therein) and the Closing Date Working Capital calculations and make any proposed adjustments thereto as provided in Section 2.10(c) hereof. (i) If it is determined (A) there is a Working Capital Surplus based on the Closing Date Balance Sheet less than the estimated Working Capital Surplus calculated under Section 2.10(a) (the “Surplus Shortfall”), or (B) there is a Working Capital Shortfall based on the Closing Date Balance Sheet, either (I) in excess of the estimated Working Capital Shortfall calculated under Section 2.10(a) or (II) if there was an estimated Working Capital Surplus calculated under Section 2.10(a), the Stockholders’ Representative shall pay to the Surviving Company on the Settlement Date from the Working Capital Holdback either (1) the Surplus Shortfall, (2) in the case of Section 2.10(b)(i)(B)(I), the excess Working Capital Shortfall, or (3) in the case of Section 2.10(b)(i)(B)(II), the Working Capital Shortfall plus any estimated Working Capital Surplus added to the Purchase Price pursuant to Section 2.10(a) hereof. (ii) If it is determined (A) there is a Working Capital Shortfall based on the Closing Date Balance Sheet less than the estimated Working Capital Shortfall calculated under Section 2.10(a) (the “Shortfall Underage”), or (B) there is a Working Capital Surplus based on the Closing Date Balance Sheet either (I) in excess of the estimated Working Capital Surplus calculated under Section 2.10(a) or (II) if there was an estimated Working Capital Shortfall calculated under Section 2.10(a), the Parent shall pay to the Stockholders’ Representative (to be distributed to Holdings’ stockholders and the Optionholders immediately prior to the Effective Time on a Pro Rata Basis) either (1) the Shortfall Underage, (2) in the case of Section 2.10(b)(ii)(B)(I), the excess Working Capital Surplus, or (3) in the case of Section 2.10(b)(ii)(B)(II), the Working Capital Surplus plus any estimated Working Capital Shortfall deducted from the Purchase Price pursuant to Section 2.10(a) hereof. (iii) In the event any amount due to a party under this Section 2.10 is not paid on the Settlement Date, the payor shall pay interest on such amounts at a rate of ten percent (10%) per annum, which shall accrue from the Closing Date to the date of actual payment. All amounts paid by the Accounting Firm shall be conclusive Stockholders’ Representative to the stockholders and binding on the parties hereto and shall be enforceable against any party hereto in any court Optionholders of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm Holdings pursuant to this Section 12.1 2.10(b) shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Datepaid on a Pro Rata Basis.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable (a) Not later than fifteen (15) business days after the Closing, but in no event later than one hundred eighty Effective Date (180) days thereafterthe “Post-Closing Balance Sheet Delivery Date”), Seller shall prepare and deliver to Purchaser Buyer a final settlement statement balance sheet dated as of the Effective Date reflecting the assets sold and assigned hereunder as set forth in Section 1.2(a), and the liabilities transferred and assumed hereunder prepared in accordance with generally accepted accounting principles (the “Post-Closing Balance Sheet” or “Final Settlement Closing Statement”) setting forth each adjustment or payment that was not finally determined substantially in the form attached hereto as Exhibit 2.3(a). Additionally, Seller shall deliver to Buyer a list of the Closing and showing Loans purchased, individually identified by account number, which list shall be appended to the calculation Xxxx of such adjustments and the resulting Final Purchase PriceSale. Seller shall make afford Buyer and its workpapers accountants and other information available to Purchaser attorneys the opportunity to review all work papers and documents used by Seller in order to confirm preparing the adjustments shown on Seller’s draftPost-Closing Balance Sheet. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty Within fifteen (6015) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) business days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants Post-Closing Balance Sheet Delivery Date (the “Accounting FirmAdjustment Payment Date”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or SellerBuyer, as the case may be, shall effect the offer of any funds as may be within five (5) days necessary to reflect changes in the Par Value of the Final Settlement Loans Purchased or the Assumed Liabilities between the Closing Balance Sheet and the Post-Closing Balance Sheet together with interest thereon computed from the Effective Date to the Adjustment Payment Date at the applicable Interest Rate (as hereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date, all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such party promptly upon resolution with interest thereon from the Adjustment Payment Date to the date paid at the rate of two and one-half percent (2.5%) per annum (the “Interest Rate”).

Post-Closing Adjustments. As soon as practicable after (a) Within 90 days following the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafter, Seller Buyer shall prepare and deliver to Purchaser Sellers a final settlement statement setting forth, as of the Effective Time, the Net Working Capital, the Closing Cash Amount and any Business Indebtedness (the “Final Settlement Closing Statement”) setting forth each adjustment or payment that was not finally determined ), which statement shall be derived from balance sheets of the Business as of the Effective Time, prepared in accordance with GAAP, except for the use of accounting practices, principles and methodologies reflected in Section 2.6(a) of the Seller Disclosure Letter. From the date of the delivery of the Closing Statement until the end of the Sellers’ Review Period, Buyer shall provide Sellers and their accountants reasonably requested access to the Books and Records, any other information (including the work papers of its accountants) and to any management employees, to the extent necessary for Sellers to review the Closing Statement. Buyer agrees that following the Closing and showing prior to the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt determination of the Final Settlement Closing Statement, but in no event later than sixty it shall neither alter nor destroy any of the Books and Records on which the Closing Statement is to be based. (60b) Sellers shall, within 30 days thereafterafter the delivery by Buyer of the Closing Statement (the “Sellers’ Review Period”), Purchaser shall deliver to Seller a written report containing complete its review of the Net Working Capital, the Closing Cash Amount and any changes that Purchaser proposes to make to Business Indebtedness reflected on the Final Settlement Closing Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement The Closing Statement shall be binding and conclusive upon, and deemed an acceptance by Purchaser accepted by, Sellers unless Sellers shall have notified Buyer in writing prior to the expiration of the Final Settlement Statement as submitted by SellerSellers’ Review Period of any good faith objection thereto (the “Sellers’ Objection”). The parties Sellers’ Objection shall agree set forth a specific description of the basis of the Sellers’ Objection and the specific adjustments to the Net Working Capital, the Closing Cash Amount and/or Business Indebtedness reflected on the Closing Statement which Sellers believe should be made. Any items not disputed in a valid Sellers’ Objection shall be deemed to have been accepted by Sellers and shall be final and binding. (c) If Sellers and Buyer are unable to resolve all of their disputes with respect to the changes proposed by PurchaserClosing Statement within 15 days following Buyer’s receipt of Sellers’ Objection to such Closing Statement pursuant to Section 2.6(b), if anythey shall refer their remaining differences to the CPA Firm for decision, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement which decision shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive final and binding on the parties hereto upon delivery of the written opinion set forth in sub-clause (iii) below. The procedure and schedule under which any dispute shall be enforceable against submitted to the CPA Firm shall be as follows: (i) Within 15 days following the expiration of the period referred to in paragraph (c) above, Buyer or Sellers may submit any unresolved portion of Sellers’ Objection to the CPA Firm in writing (with a copy to the other party), supported by any documents and/or affidavits upon which it relies. (ii) Within 15 days following submission of the unresolved portion of Sellers’ Objection as specified in sub-clause (i) above, the other party hereto shall submit a response to the CPA Firm in writing (with a copy to the party that submitted such unresolved portion to the CPA Firm), supported by any court documents and/or affidavits upon which they rely. (iii) Buyer and Sellers shall request that the CPA Firm deliver its written opinion within 20 days following its receipt of competent jurisdictionthe information provided for in sub-clause (ii) above, or such longer period of time as the CPA Firm determines is necessary, but not to exceed 30 days. The scope of the disputes to be resolved by the CPA Firm is limited to the unresolved portion of the Sellers’ Objection. In resolving any disputed items, the CPA Firm may not assign a value to any particular item greater than the greatest value for such item claimed by Buyer or Sellers or less than the smallest value for such item claimed by Buyer or Sellers. Buyer and Sellers shall make readily available to the CPA Firm all relevant Books and Records and any work papers (including those of the parties’ respective accountants) relating to the Closing Statement and all other items reasonably requested by the CPA Firm. Any expenses relating to the engagement of the CPA Firm shall be allocated between Buyer and Sellers so that Sellers’ share of such costs shall be in the same proportion that (x) the aggregate amount of the disputed items of Sellers’ Objection submitted to the CPA Firm that are unsuccessfully disputed bears to (y) the total amount of all disputed items of Sellers’ Objection submitted to the CPA Firm. Sellers, on the one hand, and expenses Buyer, on the other, shall each bear the fees of their respective auditors and advisors incurred in connection with the determination and review of the Closing Statement. (d) The Closing Statement shall become final and binding on the parties upon the earliest of (i) if no Sellers’ Objection has been given, the expiration of the period within which Sellers must make the Sellers’ Objection pursuant to Section 2.6(b), (ii) agreement in writing by Sellers and Buyer that the Accounting Closing Statement, together with any modifications thereto agreed by Sellers and Buyer, shall be final and binding and (iii) the date on which the CPA Firm shall issue its written determination with respect to any dispute relating to such Closing Statement. The Closing Statement, as submitted by Buyer if no timely Sellers’ Objection has been given or as adjusted pursuant to any agreement between the parties or as determined pursuant to the decision of the CPA Firm, is herein referred to as the “Final Closing Statement.” (e) Within five Business Days following the determination of the Final Closing Statement, the adjustment payment payable pursuant to this Section 12.1 2.6(e) (the “Adjustment Payment”) and interest (as described below) thereon shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event paid by wire transfer in of immediately available funds. Payment funds to a bank account designated by Purchaser Sellers or SellerBuyer, as the case may be, . The Adjustment Payment shall be within five (5) days equal to the absolute value of the Post-Closing Difference. For purposes of this Agreement, the “Post-Closing Difference” shall mean (i) the Net Working Capital, as reflected on the Final Settlement DateClosing Statement, minus the Working Capital Target, plus (ii) the Closing Cash Amount, as reflected on the Final Closing Statement, minus the Estimated Closing Cash Amount, minus (iii) the amount of the Business Indebtedness reflected on the Final Closing Statement, minus the Estimated Business Indebtedness Amount. The Adjustment Payment shall be payable by Buyer to Sellers if the Post-Closing Difference is positive, and by Sellers to Buyer if the Post-Closing Difference is negative. The Adjustment Payment shall bear interest from the date on which the Final Closing Statement becomes final and binding to the date of payment at the Closing Date Interest Rate, which interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed and such interest shall be paid on the same date and in the same manner as such Adjustment Payment. Any adjustment or non-adjustment to the Purchase Price shall not form the basis for any claim for damages pursuant to this Agreement. The parties’ payment obligations under this Section 2.6 will not be subject to offset or reduction by reason of any actual or alleged breach of, or inaccuracy in, any representation, warranty or covenant contained in this Agreement or the Ancillary Agreements, and any right or alleged right of indemnification hereunder or for any other reason or under any other agreement.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty (180a) Within ninety (90) days thereafterfollowing the Closing Date, Seller Buyer shall prepare and deliver to Purchaser Seller a final settlement statement setting forth, as of the Effective Time, the Net Working Capital and any Business Indebtedness (the “Final Settlement Closing Statement”) setting forth each adjustment or payment that was not finally determined ), which statement shall be derived from balance sheets of the Nordisk Business and the Telair Business as of the Effective Time, prepared in accordance with GAAP, except for the use of accounting practices, principles and methodologies reflected in Section 2.6(a) of the Seller Disclosure Letter. Buyer agrees that following the Closing and showing prior to the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt determination of the Final Settlement Closing Statement, but in no event later than sixty (60) days thereafterit shall neither alter nor destroy any of the Books and Records on which the Closing Statement is to be based, Purchaser and shall deliver make such Books and Records available to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to and its representatives. (b) Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement shall, within sixty (60) days following Purchaser’s receipt after the delivery by Buyer of the Final Settlement Closing Statement (“Seller’s Review Period”), complete its review of the Net Working Capital and any Business Indebtedness reflected on the Closing Statement. The Closing Statement shall be binding and conclusive upon, and deemed an acceptance by Purchaser accepted by, Seller unless Seller shall have notified Buyer in writing prior to the expiration of Seller’s Review Period of any good faith objection thereto (the “Seller’s Objection”). The Seller’s Objection shall set forth a specific description of the Final Settlement basis of Seller’s Objection and the specific adjustments to the Net Working Capital and/or Business Indebtedness reflected on the Closing Statement as submitted which Seller believes should be made. Any items not disputed in a valid Seller’s Objection shall be deemed to have been accepted by Seller. The parties Seller and shall agree be final and binding. (c) If Seller and Buyer are unable to resolve all of their disputes with respect to the changes proposed by Purchaser, if any, no later than sixty Closing Statement within fifteen (6015) days after Seller receives from Purchaser following Buyer’s receipt of Seller’s Objection to such Closing Statement pursuant to Section 2.6(b), they shall refer their remaining differences to the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement StatementCPA Firm for decision, the determination of the amount of the Final Settlement Statement which decision shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive final and binding on the parties hereto upon delivery of the written opinion set forth in sub-clause (iii) below. The procedure and schedule under which any dispute shall be enforceable against submitted to the CPA Firm shall be as follows: (i) Within fifteen (15) days following the expiration of the period referred to in paragraph (c) above, Seller shall submit any party hereto unresolved portion of Seller’s Objection to the CPA Firm in writing (with a copy to Buyer), supported by any court documents and/or affidavits upon which it relies. (ii) Within fifteen (15) days following Seller’s submission of competent jurisdictionthe unresolved portion of Seller’s Objection as specified in sub-clause (i) above, Buyer shall submit its response to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. (iii) Buyer and Seller shall request that the CPA Firm deliver its written opinion within twenty (20) days following its receipt of the information provided for in sub-clause (ii) above, or such longer period of time as the CPA Firm determines is necessary, but not to exceed thirty (30) days. The scope of the disputes to be resolved by the CPA Firm is limited to the unresolved portion of the Seller’s Objection. In resolving any disputed items, the CPA Firm may not assign a value to any particular item greater than the greatest value for such item claimed by Buyer or Seller or less than the smallest value for such item claimed by Buyer or Seller. Buyer and Seller shall make readily available to the CPA Firm all relevant Books and Records and any work papers (including those of the parties’ respective accountants) relating to the Closing Statement and all other items reasonably requested by the CPA Firm. Any costs expenses relating to the engagement of the CPA Firm shall be allocated between Buyer and Seller so that Seller’s share of such expenses shall be in the same proportion that (x) the aggregate amount of the disputed items submitted by Seller to the CPA Firm that are unsuccessfully disputed bears to (y) the total amount of all disputed items submitted by Seller to the CPA Firm. Seller and Buyer shall each bear the fees of their respective auditors incurred in connection with the determination and review of the Closing Statement. (d) The Closing Statement shall become final and binding on the parties upon the earliest of (i) if no Seller’s Objection has been given, the expiration of the period within which Seller must make the Seller’s Objection pursuant to Section 2.6(b), (ii) agreement in writing by Seller and Buyer that the Accounting Closing Statement, together with any modifications thereto agreed by Seller and Buyer, shall be final and binding and (iii) the date on which the CPA Firm shall issue its written determination with respect to any dispute relating to such Closing Statement. The Closing Statement, as submitted by Buyer if no timely Seller’s Objection has been given or as adjusted pursuant to any agreement between the parties or as determined pursuant to the decision of the CPA Firm, is herein referred to as the “Final Closing Statement.” (e) Within five (5) Business Days following the determination of the Final Closing Statement, the adjustment payment payable pursuant to this Section 12.1 2.6(e) (the “Adjustment Payment”) and interest thereon shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event paid by wire transfer in of immediately available funds. Payment funds to a bank account designated by Purchaser Seller or SellerBuyer, as the case may be, . The Adjustment Payment shall be within five (5) days equal to the absolute value of the Post-Closing Difference. For purposes of this Agreement, the “Post-Closing Difference” shall mean (x) the Post-Closing Working Capital Difference minus (y) any Business Indebtedness reflected on the Final Settlement DateClosing Statement. For purposes of this Agreement, the “Post-Closing Working Capital Difference” shall mean (x) the Net Working Capital, as reflected on the Final Closing Statement, minus (y) the Working Capital Target. Notwithstanding the foregoing, if the absolute value of the Post-Closing Working Capital Difference as calculated pursuant to the immediately preceding sentence is $2,000,000 or less, then the Post-Closing Working Capital Difference shall be deemed to be $0 for purposes of calculating the Post-Closing Difference. The Adjustment Payment shall be payable by Buyer to Seller if the Post-Closing Difference is positive, and by Seller to Buyer if the Post-Closing Difference is negative. The Adjustment Payment shall bear interest from the Closing Date to the date of payment at the Closing Date Interest Rate, which interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed and such interest shall be paid on the same date and in the same manner as such Adjustment Payment. Any adjustment or non-adjustment to the Purchase Price shall not form the basis for any claim for damages pursuant to this Agreement. The parties’ payment obligations under this Section 2.6 will not be subject to offset or reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained in this Agreement or the Ancillary Agreements, and any right or alleged right of indemnification hereunder or for any other reason or under any other agreement.

Post-Closing Adjustments. As soon as practicable (a) No later than ninety (90) days after the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafter, Seller Purchaser shall prepare and deliver to Purchaser Seller a final settlement statement (the “Final Settlement Closing Statement”) setting forth each adjustment or payment that was not finally determined as Purchaser’s good faith calculation of (i) the Closing Cash, (ii) the Closing Debt, (iii) the Closing Net Working Capital, (iv) the Closing Transaction Expenses, (v) the Closing Consideration, and showing (vi) the calculation of such adjustments and the resulting Final Purchase PriceProposed Adjustment Amount. Seller The “Proposed Adjustment Amount” shall make its workpapers and other information available be equal to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60which may be a positive or negative number) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding Closing Consideration as set forth on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm Closing Statement delivered pursuant to this Section 12.1 2.3 minus the Seller’s determination of Closing Consideration as set forth in the Estimated Closing Statement delivered pursuant to Section 2.2. The Closing Statement and all calculations therein shall be borne by prepared in accordance with the Seller terms hereof and the Purchaser equally. The date upon which such agreement is reached or upon which applicable definitions herein, and the Final Purchase Price is established, Closing Net Working Capital shall be herein called prepared in accordance with the “Final Settlement Date.” In terms hereof, the event (a) the Final Purchase Price is more than the Estimated Final Purchase Priceapplicable definitions herein, Purchaser shall pay to Seller the amount of such difference, or and in accordance with Exhibit D. (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five have thirty (530) days following its receipt of the Final Settlement Date.Closing Statement (the “Review Period”) to review the Closing Statement and the calculation, amounts and other items therein. During the Review Period, Purchaser shall, and shall cause its Subsidiaries and Representatives to, reasonably cooperate with and provide assistance to Seller and Seller’s Representatives in their review of the Closing Statement and make available to Seller and Seller’s Representatives all personnel, books, records, documents, work papers and other information of Purchaser, the Company, the Purchased Assets and the Business reasonably available to Purchaser, 3

Post-Closing Adjustments. As soon as practicable after the Closing(a) Acquiror shall deliver to Seller, but in no event later than one hundred eighty within ninety (18090) days thereafterfollowing the Closing Date, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) notice setting forth Acquiror's calculation of each adjustment or payment that was not finally determined as of the Closing Funded Indebtedness and showing Closing Net Working Capital and the calculation Post-Closing Adjustment Amount based thereon (assuming each of the same had been finally determined pursuant to this Section 2.4) (“Post-Closing Adjustment Notice”), together with documentation reasonably necessary to support Acquiror's calculations thereof and shall give Seller and its Representatives access, during normal business hours and upon reasonable notice, to such of the employees and books and records of the Company and the Subsidiaries as Seller may reasonably request as part of its review of such adjustments and Post-Closing Adjustment Notice. Acquiror may not amend, supplement or otherwise change any aspect of the resulting Final Purchase PricePost-Closing Adjustment Notice after it has been delivered to Seller without Seller's consent. Seller shall make its workpapers and other information available must deliver written notice to Purchaser to review Acquiror setting forth in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing reasonable detail any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree objections it has with respect to the changes proposed by Purchaser, if any, Post-Closing Adjustment Notice no later than sixty thirty (6030) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If date on which Acquiror delivered the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants Post-Closing Adjustment Notice (the “Accounting FirmNotice of Objection”). The determination by If Seller does not so deliver the Accounting Firm Notice of Objection within such thirty (30) day period, the Post-Closing Adjustment Notice shall be become conclusive and binding on the parties hereto for all purposes of this Agreement. If Seller does so deliver the Notice of Objection within such thirty (30) day period, then (i) any aspect of the Post-Closing Adjustment Notice to which there is no objection in the Notice of Objection shall become conclusive and binding on the parties for all purposes of this Agreement and (ii) Acquiror and Seller shall use good faith efforts to resolve all the objections contained in the Notice of Objection (the “Objections”) within thirty (30) days after the date on which the Notice of Objection was delivered to Acquiror; provided, however, that notwithstanding the foregoing, if an Objection is resolved in accordance with this Section 2.4 and GAAP would require any changes to any other components of the Post-Closing Adjustment Notice as a result of such resolution, then such required changes shall be enforceable against any party hereto in any court made to such other components as part of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount resolution of such difference, orObjection. (b) If Seller and Acquiror are unable to resolve all of the Final Purchase Price is less than Objections within such thirty (30) day period, either Seller or Acquiror may refer any remaining Objections that have not been resolved by such date to the Estimated Final Purchase PriceCPA Firm, which, acting as experts and not as arbitrators, shall make its determination as to the resolution of such remaining Objections. Acquiror and Seller shall pay instruct the CPA Firm to Purchaser the amount deliver its written determination to Acquiror and Seller no later than thirty (30) days after their submission to it of such differenceremaining Objections. The CPA Firm's determination with respect to the remaining Objections shall be conclusive and binding upon the parties. The fees and disbursements of the CPA Firm shall be shared equally by Seller and Acquiror. Seller and Acquiror shall make readily available to the CPA Firm all relevant books and records and any work papers relating to the estimates delivered by Seller pursuant to Section 2.2 and the Post-Closing Adjustment Notice, respectively, and all other items reasonably requested by the CPA Firm in either connection therewith. (c) In the event that any Objections are referred to the CPA Firm pursuant to Section 2.4(b), Acquiror shall provide to Seller and its Representatives reasonable access to the employees and books and records of the Company and the Subsidiaries during regular business hours and on reasonable advance notice, to the extent reasonably necessary for Seller to prepare materials for presentation to the CPA Firm in connection with Section 2.4(b). Acquiror and its Representatives shall have reasonable access to all information used by wire transfer in immediately available funds. Payment by Purchaser or Seller, as BBHI Holdings and/or the case may be, shall be Company in preparing the estimates delivered by Seller pursuant to Section 2.2. (d) Promptly (and in any event within five (5) days Business Days) after all aspects of the Final Settlement DatePost-Closing Adjustment Amount shall have become conclusive and binding on the parties pursuant to the foregoing provisions, (i) if the Post-Closing Adjustment Amount is a negative number, Acquiror will pay the absolute value thereof to BBHI Holdings by wire transfer of immediately available funds to an account or accounts designated by Seller and (ii) if the Post-Closing Adjustment Amount is a positive number, then Seller will cause BBHI Holdings to pay the value thereof to Acquiror by wire transfer of immediately available funds to an account or accounts designated by Acquiror.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty (180a) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than Within sixty (60) days after the Closing Date, Buyer shall deliver to Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination (i) an unaudited balance sheet of the amount Company as of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants Effective Time (the “Accounting FirmClosing Balance Sheet”), (ii) a statement (the “Closing Statement” and, together with the Closing Balance Sheet, the “Closing Financials”) setting forth a reasonably detailed calculation of (A) the Company Cash as of the Effective Time (the “Closing Company Cash”), (B) Net Working Capital as of the Effective Time (the “Closing Working Capital”), (C) Company Indebtedness as of the Effective Time (the “Closing Company Indebtedness”), and (D) the Company Transaction Expenses (the “Closing Company Transaction Expenses”). The determination by Closing Financials, and each component thereof, shall be prepared in good faith in accordance with the Accounting Firm terms of this Agreement and GAAP applying consistent accounting principles, methods, policies, practices and procedures used in the preparation of the Estimated Closing Statement. (b) In connection with Seller’s review of the Closing Financials, Buyer shall provide, and shall cause the Company to provide, to Seller and its Representatives, upon reasonable advance notice and during normal business hours, access to the books and records, accountant work papers, personnel and Representatives of the Company and Buyer relevant to Buyer and the Company’s preparation of the Closing Financials, provided, that (i) such access shall not unreasonably disrupt the operations of Buyer or the Company, (ii) such access will be conducted in a manner that complies with all applicable Laws and (iii) neither Buyer nor the Company shall be required to provide Seller or its Representatives any such access or information that is subject to confidentiality restrictions to third parties or the attorney-client privilege; provided, that Buyer shall use its commercially reasonable efforts to provide Seller or its Representatives with an alternative means of access or disclosure in the event of clause (iii) above. (c) Seller shall have thirty (30) days after receipt of the Closing Financials to review the Closing Financials (the “Review Period”). If Seller disputes any items on the Closing Financials, Seller must deliver written notice (an “Objection Notice”) thereof to Buyer prior to the expiration of the Review Period, which Objection Notice shall specify in reasonable detail the specific matters in dispute, the rationale for such disagreement and the amount in dispute. If Seller fails to provide an Objection Notice to Buyer prior to the expiration of the Review Period in accordance with the aforementioned procedures, the Closing Financials and each component reflected therein shall be conclusive and binding on Seller and Buyer upon the expiration of the Review Period. (d) If Seller delivers an Objection Notice to Buyer prior to the expiration of the Review Period, the parties hereto will attempt in good faith to reach an agreement as to any matters identified in such Objection Notice as being in dispute. If Buyer and Seller are unable to resolve all such disputes within thirty (30) days after Seller delivers such Objection Notice to Buyer, then, at the election of Buyer, on the one hand, or Seller, on the other hand, those matters identified in such Objection Notice that remain in dispute (the “Remaining Items”) will be finally and conclusively determined by a licensed certified public accountant who shall have experience serving as a neutral arbitrator in the resolution of similar purchase price disputes and who is employed by an independent U.S. nationally recognized accounting firm, as mutually agreed upon by Bxxxx and Seller (the “Accountant”), which firm will not be enforceable against the regular auditing firm of Buyer, Seller or the Company. In the event the parties are unable to mutually agree on the identity of the Accountant within ten (10) Business Days after the expiration of the thirty (30)-day dispute resolution period referenced in the second sentence of this Section 2.04(d), then Buyer, on the one hand, and Seller, on the other hand, shall each, within three (3) Business Days thereafter, select a licensed certified public accountant employed by an independent U.S. nationally recognized accounting firm (which need not be the same accounting firm). Those two (2) certified public accountants shall, within ten (10) Business Days after their selection by the parties, jointly select an individual who is a licensed certified public accountant employed by an independent U.S. nationally recognized accounting firm that does not have a conflict of interest with any party hereto in any court to serve as the Accountant hereunder. The scope of competent jurisdiction. Any costs and expenses incurred the disputes to be resolved by the Accounting Firm pursuant Accountant shall be limited to this Section 12.1 the Remaining Items. The Accountant shall be required to resolve the Remaining Items based solely upon the written presentations by Sxxxxx and Bxxxx. The Accountant 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. The fees, expenses and other costs of the Accountant shall be borne by Bxxxx, on the one hand, and Seller, on the other hand, in the same proportion as the aggregate amount of the Remaining Items that is unsuccessfully disputed by each party (as determined by the Accountant) bears to the total amount of the Remaining Items submitted to the Accountant. For example, if (i) the total amount of the Remaining Items submitted to the Accountant for resolution is $1,000, (ii) the aggregate amount of the Remaining Items resolved by the Accountant in favor of Seller is $600 and (iii) the Purchaser equallytotal amount of fees, expenses and costs of the Accountant in connection with such dispute is $100, then Buyer shall bear $60 of such amount and Seller shall bear $40 of such amount. The date Absent manifest error, the determination of the Accountant shall be conclusive and binding upon the parties, and judgment may be entered upon the determination of the Accountant in any court having jurisdiction over the party against which such agreement determination is reached to be enforced. (e) After a final determination of the Closing Company Cash, Closing Working Capital, Closing Company Indebtedness and Closing Company Transaction Expenses in accordance with Section 2.04(c) or upon Section 2.04(d), as applicable, the “Final Purchase Price” will be equal to (i) Base Purchase Price minus (ii) Closing Company Indebtedness minus (iii) Closing Company Transaction Expenses plus (c) Closing Company Cash plus (d) the amount, if any, by which the Closing Working Capital, as determined in accordance with this Section 2.04, exceeds the Target Working Capital, or minus the amount, if any, by which the Closing Working Capital, as determined in accordance with this Section 2.04, is less than the Target Working Capital, as the case may be. (f) In the event the Final Purchase Price is establishedexceeds the Estimated Purchase Price, Buyer shall be herein called pay such excess amount to Seller, by wire transfer of immediately available funds to the “Final Settlement Date.” In account designated by Seller, no later than five (5) Business Days after the event (a) final determination of the Final Purchase Price is more than Price. In the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) event the Final Purchase Price is less than the Estimated Final Purchase Price, then Seller shall pay such difference to Purchaser the amount of such differenceBuyer, in either event by wire transfer in of immediately available funds. Payment funds to the account designated by Purchaser or SellerBuyer, as the case may be, shall be within no later than five (5) days Business Days after the final determination of the Final Settlement DatePurchase Price. (g) All payments made pursuant to this Section 2.04 shall be treated by the parties as an adjustment to the Final Purchase Price for Tax purposes.

Post-Closing Adjustments. As soon as practicable (a) Not later than 30 days after the Closing, but in no event later than one hundred eighty Effective Time (180) days thereafterthe "Post-Closing Statement Delivery Date"), Seller shall prepare and deliver to Purchaser Buyer a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined dated as of the Effective Time reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (the "Post-Closing and showing Statement"), including, but not limited to, the specific items described in paragraphs 2.2(a)(2) through (4) above, as adjusted, together with a copy of Seller's calculation of such adjustments the adjusted Purchase Price and amounts payable thereunder. Notwithstanding the foregoing, the portion of the Purchase Price attributable to the Real Property and the resulting Final Purchase PricePersonal Property shall be adjusted only in the manner and to the extent described in paragraph 2.2(e) of this Agreement. Additionally, Seller shall deliver to Buyer a final list of the Transferred Loans purchased, individually identified by account number. Seller shall make afford Buyer and its workpapers accountants and other information available to Purchaser attorneys the opportunity to review all work papers and documentation used by Seller in order to confirm preparing the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Post-Closing Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) Within 15 days following Purchaser’s receipt the Post-Closing Statement Delivery Date (the "Adjustment Payment Date"), Seller and Buyer shall meet at the offices of Seller, in Warren, Ohio, or such other location as may be mutually agreed, to effect the Final Settlement transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Pre-Closing Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon Post-Closing Statement and resulting changes in the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay together with interest thereon computed from the Effective Time to Seller the amount of such difference, orAdjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defined). (b) In the Final Purchase Price is less than event that a dispute arises as to the Estimated Final Purchase Priceappropriate amounts to be paid to either party on the Adjustment Payment Date, Seller each party shall pay to Purchaser the amount of other on such differenceAdjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party, in either event by wire transfer in immediately available funds. Payment by Purchaser or Sellerwhich are later, as found to be due to the case may be, other party shall be within five paid to such other party promptly upon resolution with interest thereon from the Effective Time to the date paid at the applicable Federal Funds Rate. (5c) days The Federal Funds Rate shall be the mean of the Final Settlement Datehigh and low rates quoted for Federal Funds in the Money Rates column of The Wall Street Journal adjusted as such mean may increase or decrease during the period between the Effective Time and the date paid.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no any event later than within one hundred eighty and fifty (180150) days thereafter, Seller shall prepare and deliver to Purchaser prepare, in accordance with this Agreement, a final settlement statement (herein called the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing Date and showing the calculation of the final settlement amount based on the Final Statement (the “Final Settlement Amount”). If and to the extent that Seller: (a) has the right to receive from third parties any accounts receivable related to the Properties, or (b) is obligated to pay to any third party any accounts payable, that in each case are attributable to the Properties and relate to time periods prior to the Effective Date, Seller shall have the right to include adjustments for such adjustments accounts payable and accounts receivable in the resulting calculation of the Final Purchase PriceSettlement Amount, in which event Seller shall provide to Buyer with the Final Statement supporting documentation reasonably satisfactory to Buyer relating to the accounts payable and accounts receivable, and Seller and Buyer shall enter into a mutually satisfactory assignment and assumption agreement pursuant to which Seller assigns such accounts receivable to Buyer and Buyer assumes such accounts payable. Seller shall make its workpapers submit the Final Statement and other information available reasonable supporting documentation to Purchaser Buyer and shall afford Buyer access to review in order to confirm the adjustments shown on Seller’s draftrecords pertaining to the computations contained in the Final Statement. As soon as practicable after receipt of the Final Settlement Statementstatement, but in no event later than sixty (60) days thereafter, Purchaser Buyer shall deliver to Seller a written report containing any changes that Purchaser Buyer proposes to make be made to the Final Settlement Statement. Any failure by Purchaser to deliver Buyer shall send to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty thirty (6030) days following Purchaserafter Buyer’s receipt from Seller of the Final Settlement Statement shall be deemed an acceptance by Purchaser of a written notice stating either that Buyer agrees with the Final Statement, or that Buyer disagrees with the Final Statement, in which case such notice shall describe in detail Buyer’s basis for any such disagreement and Buyer’s resulting calculation of a proposed Final Settlement Statement as submitted by SellerAmount. The If Buyer has so notified Seller of any disagreement regarding the Final Statement, the parties shall then attempt in good faith to agree with respect to the changes proposed by Purchaser, if any, no amounts due pursuant to such post-closing adjustment not later than sixty thirty (6030) days after Seller receives from Purchaser the written report described above containing PurchaserSeller’s proposed changesreceipt of Buyer’s notice of disagreement with Seller’s Final Statement. If the Purchaser and parties are unable to agree within such period, then either party may submit such dispute to arbitration in accordance with the Seller cannot then agree upon the Final Settlement Statement, the determination provisions of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equallyParagraph 32 hereof. The date upon which such agreement is reached or upon which the decision of the arbitrator(s) is rendered regarding the Final Purchase Price Settlement Amount is established, shall be herein called the “Final Settlement Date.” In Within two (2) days after the event (a) the Final Purchase Price is more than the Estimated Final Purchase PriceSettlement Date, Purchaser Buyer shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, or Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer Buyer in immediately available fundsfunds the net amount due. Payment by Purchaser Notwithstanding anything else in this Paragraph or Sellerin Paragraph 24 to the contrary, as after Buyer or Seller has paid to the case may be, shall be within five (5) days of other the Final Settlement DateAmount, if any, owed pursuant to this Paragraph 26, neither party shall be entitled to any further adjustments or payments pursuant to this Agreement, with the exception of any amount to which a party becomes entitled pursuant to Paragraph 22.

Post-Closing Adjustments. (a) As soon as reasonably practicable after the ClosingClosing Date, but in no event later than one hundred eighty ten (18010) days Business Days thereafter, Seller Home Savings shall provide IBC with: (i) SCHEDULES 3.6 and 3.8 that shall accurately reflect the related balances, including accrued and unpaid interest thereon, as of the Close of Business on the Closing Date, and (ii) a final SCHEDULE 5.1 that shall accurately reflect the amount of Cash on Hand as of the Close of Business on the Closing Date, which schedule shall be prepared by Home Savings based upon a cash count to be mutually conducted by Home Savings and IBC at the Close of Business on the Closing Date. Each of said schedules shall be subject to review by IBC. (b) No later than ten (10) Business Days following the Closing Date, Home Savings shall prepare and deliver to Purchaser IBC a final settlement statement substantially in the form of EXHIBIT Q, (the “"Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing "), which shall show the calculation of the final payment amount (the "Final Payment Amount") based upon the schedules delivered pursuant to this Section 12.5. The Final Closing Statement shall become final and binding on IBC and Home Savings ten (10) Business Days after its delivery to IBC, unless IBC gives written notice to Home Savings of its disagreement with respect to any item included in such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure Home Savings and IBC shall use reasonable efforts to resolve any disagreement as expeditiously as possible. If the disagreement is not resolved by Purchaser the ten (10) Business Days following delivery of IBC's notice to deliver Home Savings, unless the parties agree otherwise, such matter shall be referred to Seller the written report detailing Purchaser’s proposed changes arbitration pursuant to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the this Agreement. The Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement thenceforth revised as submitted by Seller. The parties shall agree with respect appropriate to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, reflect the determination of the amount of parties or the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Sellerarbitrators, as the case may be, shall be within five (5) days of whereupon the Final Settlement DateStatement shall become final and binding. (c) When the Final Settlement becomes final and binding, if the Final Payment Amount as set forth therein is different from the Cash Payment, then a payment shall be made in the following manner: if the Cash Payment shall have been greater than the Final Payment Amount, IBC shall refund to Home Savings the difference between such amounts; if the Cash Payment shall have been less than the Final Payment Amount, Home Savings shall pay to IBC the difference between such amounts. Such refund or payment shall be made promptly by wire transfer in immediately available collected funds, together with interest thereon for the number of days from and including the Closing Date to such settlement date, but excluding such settlement date, at the rate per annum equal to the average during such period of the average of the daily high and low rates for federal funds on each Business Day during such period, as such rates are published in the Western Edition of the Wall Street Journal, computed on the basis of actual days elapsed over a 365-day year.

Post-Closing Adjustments. (a) As soon promptly as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of following the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafterfollowing the Closing Date, Purchaser Buyer shall prepare and deliver to Seller the Sellers a written report containing any changes statement (the “Post-Closing Statement”), (i) prepared in accordance with the Accounting Principles consistently applied, (ii) setting forth Buyer’s good faith calculation of the Purchase Price (the “Preliminary Purchase Price”) and (ii) setting forth Buyer’s good faith calculation of the Reinsurance Premium in a manner consistent with the calculation of the Purchase Price (the “Preliminary Reinsurance Premium”), together with reasonable supporting detail and documentation. (b) Following receipt of the Post-Closing Statement, the Sellers shall have thirty (30) days (the “Review Period”) to review such Post-Closing Statement and related computations of the Preliminary Purchase Price and Preliminary Reinsurance Premium. In connection with the review of the Post-Closing Statement, Buyer shall cooperate with and give, and shall cause the Company to cooperate with and give, to the Sellers and their Representatives, reasonable access to the books and records of the Company and the Business, the personnel of Buyer and the Company, and work papers used in the preparation of the Post-Closing Statement, along with such other information as the Sellers or their Representatives may reasonably request in connection therewith; provided, however, that Purchaser proposes the independent accountants of Buyer or the Company shall not be obligated to make any working papers available to the Sellers unless and until the Sellers have signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants. If the Sellers have accepted such Post-Closing Statement in writing or has not given written notice to Buyer setting forth any objection of the Sellers to such Post-Closing Statement (a “Statement of Objections”) prior to the expiration of the Review Period, then such Post-Closing Statement shall be final and binding upon the Parties, and shall be deemed the Final Settlement StatementClosing Statement for purposes of Section 2.11(g). Any failure Statement of Objections given by Purchaser to the Sellers shall specify in reasonable detail the amount in dispute and the reasons supporting the Sellers’ position. (c) If the Sellers deliver to Seller the written report detailing Purchaser’s proposed changes a Statement of Objections prior to the Final Settlement Statement expiration of the Review Period, then Buyer and the Sellers shall negotiate to resolve the Sellers’ objections within sixty thirty (6030) days following Purchaser’s the receipt by Buyer of the Final Settlement Statement of Objections (the “Consultation Period”). If the Sellers and Buyer reach an agreement as to all such objection(s) within the Consultation Period, then the Post-Closing Statement shall be revised to reflect such agreement and shall be deemed an acceptance by Purchaser of the Final Settlement Closing Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changesfor purposes of Section 2.11(g). If the Purchaser Sellers and Buyer are unable to reach an agreement as to all such objection(s) within the Seller cannot Consultation Period, then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement any objections which remain in dispute shall be submitted to the final and binding determination of a mutually agreed senior employee or partner of an independent accounting firm of international standing who is not the independent public accountants auditor of, and is independent and impartial of, Buyer, the Company, the Sellers and their respective Affiliates and is jointly appointed by the Sellers and the Buyer (in either case, such accountant, the “Accounting FirmSettlement Accountant”); provided, that, if Buyer and the Sellers cannot agree on such an accountant within fifteen (15) days of receipt by a Party of a written request for the appointment of such an accountant by the other Party, then the American Arbitration Association shall appoint the Settlement Accountant. Each of the Sellers and Buyer agree to enter into a customary engagement letter with the Settlement Accountant. (d) Within ten (10) days of the appointment of the Settlement Accountant, the Settlement Accountant shall set a schedule for written submissions, which submissions shall be transmitted simultaneously to the Settlement Accountant and Buyer or the Sellers, as the case may be. Unless otherwise directed by the Settlement Accountant, (i) Buyer shall first make a written submission addressing the challenged items on the Statement of Objections, (ii) the Sellers shall then be given an opportunity to respond in writing to Buyer’s submission, (iii) Buyer shall thereafter be given an opportunity to reply to the Sellers’ response and (iv) the Sellers shall be given a final opportunity to submit a rejoinder on the points raised by the Buyer. The Settlement Accountant shall have the right, but not the obligation, to request information or ask questions of the Parties as he or she sees fit. The Settlement Accountant’s determination shall be made solely in accordance with the terms and procedures set forth in this Agreement and the definitions of Purchase Price and Reinsurance Premium contained herein. The Settlement Accountant shall only consider those items that are (x) identified on the Statement of Objections as in dispute and (y) were not amicably settled in writing during the Consultation Period. Neither the Sellers nor Buyer shall discuss with the Settlement Accountant, and the Settlement Accountant shall not consider for any purpose, any settlement discussions or settlement offer made by any of the Parties with respect to any objections under this Section 2.11, unless otherwise agreed in writing by the Accounting Firm Parties. (e) The Sellers and Buyer shall use their respective commercially reasonable efforts to cause the Settlement Accountant to resolve all disagreements as soon as practicable and in any event, barring exceptional circumstances, within twenty (20) days after the submission of the Sellers’ final submission as provided herein. The Settlement Accountant’s determination shall be conclusive made solely in accordance with the terms and binding procedures set forth in this Agreement and based solely on the parties hereto submissions and supporting materials provided by Buyer and the Sellers in accordance with the terms and procedures set forth in this Agreement. The Settlement Accountant may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The resolution of the dispute by the Settlement Accountant shall be enforceable against any party hereto final, binding and non-appealable on the Parties, absent manifest error by the Settlement Accountant, and judgment thereon may be entered and enforced in any court of competent jurisdiction. Any The Settlement Accountant shall act as an expert, not as an arbitrator, and the determination of the Settlement Accountant, and this agreement to submit to the determination of the Settlement Accountant, shall not be deemed or considered an arbitration agreement and shall not be subject to the Federal Arbitration Act, 9 U.S.C. § 1 et seq., or any state arbitration statute or law. (f) The costs and expenses incurred by of the Accounting Firm pursuant to this Section 12.1 Settlement Accountant shall be borne by Buyer in the Seller proportion that the aggregate dollar amount of the items that are successfully disputed by the Sellers (as finally determined by the Settlement Accountant) bears to the aggregate dollar amount of the items submitted to the Settlement Accountant and by the Purchaser equally. Sellers in the proportion that the aggregate dollar amount of the disputed items that are unsuccessfully disputed by the Sellers (as finally determined by the Settlement Accountant) bears to the aggregate dollar amount of the items submitted to the Settlement Accountant, as determined by the Settlement Accountant in his or her final determination. (g) The date upon which Post-Closing Statement (x) that has become final and binding pursuant to Section 2.11(b) or Section 2.11(c) or (y) as determined by the Settlement Accountant is referred to herein as the “Final Closing Statement” and (A) the Purchase Price set forth on such agreement is reached or upon which Final Closing Statement shall be deemed the final Purchase Price (the “Final Purchase Price”), and (B) the Reinsurance Premium set forth on such Final Closing Statement shall be deemed the final Reinsurance Premium (the “Final Reinsurance Premium”). (i) In the event that the Final Purchase Price is establishedgreater than the Estimated Purchase Price, Buyer shall deposit, or cause to be deposited, within three (3) Business Days of the determination of the Final Closing Statement, with the Sellers, by wire transfer of immediately available funds to the account designated in writing by the Sellers, an amount equal to such excess. (ii) In the event that the Estimated Purchase Price is greater than the Final Purchase Price, the Sellers shall deposit, or cause to be deposited, within three (3) Business Days of the determination of the Final Closing Statement, with Buyer, by wire transfer of immediately available funds to the account designated in writing by Buyer, an amount equal to such excess. (iii) In the event that the Final Reinsurance Premium is greater than the Estimated Reinsurance Premium, Buyer shall cause the Insurance Subsidiaries to deposit, or cause to be deposited, within three (3) Business Days of the determination of the Final Closing Statement, with the Reinsurer, by wire transfer of immediately available funds to the account or accounts designated in writing by the Sellers (in the proportions designated in writing by the Sellers), an amount equal to such excess. (iv) In the event that the Estimated Reinsurance Premium is greater than the Final Reinsurance Premium, the Sellers shall cause the Reinsurer to deposit, or cause to be deposited, within three (3) Business Days of the determination of the Final Closing Statement, with the Insurance Subsidiaries, by wire transfer of immediately available funds to the accounts designated in writing by Buyer, an amount equal to such excess. The amount of any payment to be made pursuant to this Section 2.11(g) shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to 1.5% during the period from the Closing Date to the date of payment. Such interest shall be herein called payable at the “Final Settlement Date.” In same time as the event (a) payment to which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed. This provision shall constitute the exclusive remedy of the Parties with respect to determination of the Final Purchase Price is more than the Estimated and Final Purchase Price, Purchaser shall pay Reinsurance Premium. The Parties agree that any adjustment to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay as determined pursuant to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, this Section 2.11 shall be within five (5) days treated as an adjustment to the consideration for Tax purposes, except as otherwise required by Law. Notwithstanding the foregoing, the allocation for rent and other charges applicable to the Assigned Real Property Leases shall be governed by the Assignment of the Final Settlement DateLease Agreement therefor.

Post-Closing Adjustments. As soon as practicable after (1) Within one hundred twenty (120) days from the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller Sellers shall prepare and deliver to Purchaser Buyers, in accordance with this Agreement and GAAP, a final settlement statement (herein called the “Final Settlement Statement”) setting forth each adjustment or payment to the Purchase Price that was not finally determined as of included in the Closing Preliminary Settlement Statement and showing the calculation of such adjustments and the resulting Final Purchase Priceadjustment. Seller At any Buyer’s request, Sellers shall make its workpapers and supply reasonable documentation to support any credit, charge, receipt or other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draftitem. As soon as practicable after Within thirty (30) days of receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser Buyers shall deliver to Seller Sellers a written report containing (1) any changes that Purchaser a Buyer proposes be made to make the Final Settlement Statement and (2) supporting documentation for such changes; if Buyers do not timely deliver such report, Buyers shall be deemed to have agreed with the Final Settlement Statement. Any failure by Purchaser The Parties shall negotiate in good faith and undertake to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, amounts due pursuant to such post-Closing adjustment(s) no later than sixty thirty (6030) days after Seller receives from Purchaser the Buyers’ submission of their written report described above containing Purchaser’s proposed changeshereunder to Sellers. (2) In the event the Parties do not reach agreement within the period provided in Section 1.7(b)(1), then any Party may refer the matter in dispute for review and determination by any “Big 4” accounting firm (or any other nationally-recognized, independent accounting firm mutually agreed by the Parties) that has not been engaged by any Party for at least five (5) years before the Closing Date. If The accounting firm shall conduct the Purchaser and proceedings in Houston, Texas in accordance with the Seller cannot then agree upon the Final Settlement Statement, the determination Commercial Arbitration Rules of the amount AAA to the extent such rules do not conflict with the terms of this Section. The accounting firm’s determination shall be in writing and made within thirty (30) days after submission of the Final Settlement Statement matters in dispute and shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive final and binding on the parties hereto Parties, without right of appeal. In determining the proper amount of any adjustment to the Purchase Price, the accounting firm shall not increase the Purchase Price more than the increase proposed by Sellers nor decrease the Purchase Price more than the decrease proposed by Buyers, as applicable. The accounting firm shall act as an arbitrator for the limited purpose of determining the specific disputed matters submitted by any Party and may not award damages or penalties to any Party with respect to any matter. Each Party shall be enforceable against any party hereto in any court bear its own legal fees and other costs of competent jurisdictionpresenting its case. Any The affected Buyer(s) shall bear one-half of the costs and expenses incurred of the accounting firm, and the affected Seller(s) shall bear the other half. (3) The date of final determination of the Adjusted Purchase Price (whether by agreement of the Accounting Firm Parties under subsection (b)(1) above or upon an arbitrator’s award pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement subsection (b)(2) above) is reached or upon which the Final Purchase Price is established, shall be herein called referred to as the “Final Settlement Date.” In the event ”. Within five (a5) Days after the Final Settlement Date, (i) if the Adjusted Purchase Price is less than the Closing Amount, the affected Seller(s) shall pay to the affected Buyer(s) in immediately available funds the amount of such difference (without interest) or (ii) if the Adjusted Purchase Price is more than the Estimated Final Purchase PriceClosing Amount, Purchaser the affected Buyer(s) shall pay to Seller the affected Seller(s) in immediately available funds the amount of such difference, or difference (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Datewithout interest).

Post-Closing Adjustments. As soon as practicable (a) Not later than 30 days after the Closing, but in no event later than one hundred eighty Effective Time (180) days thereafterthe "Post-Closing Statement Delivery Date"), Seller shall prepare and deliver to Purchaser Buyer a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined dated as of the Effective Time reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (the "Post-Closing and showing Statement"), including, but not limited to, the specific items described in Section 2.2(a)(1) through (5) above, as adjusted, together with a copy of Seller's calculation of such adjustments the adjusted purchase price and the resulting Final Purchase Priceamounts payable thereunder. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement StatementAdditionally, but in no event not later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days after the Effective Time, Seller shall deliver to Buyer a final list of the Final Settlement Transferred Loans purchased, individually identified by account number. Seller shall afford Buyer and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Post-Closing Statement. Within 15 days following the Post-Closing Statement Delivery Date (the "Adjustment Payment Date"), Seller and Buyer shall effect the transfer of any funds as may be necessary to reflect changes between the Pre-Closing Statement and the Post-Closing Statement and resulting changes in the purchase price, together with interest thereon computed from the Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defined). (b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists, and the disputed amounts shall be submitted to Spilman, Hills & Heidebrink Limited, Toledo, Ohio or other mutually accexxxxxx independenx xxxxxxxxd public accountant (the "Neutral Auditor") within ten (10) days after the Adjustment Payment Date. Each party hereto agrees to execute, if requested by the Neutral Auditor, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditor shall be borne PRO RATA by Seller and Buyer in proportion to the allocation of the dollar amount of the disputed amounts between Buyer and Seller made by the Neutral Auditor such that the party with whom the Neutral Auditor, in the aggregate, agrees more closely pays a lesser proportion of the fees and expenses. The Neutral Auditor shall act as an arbitrator to determine, based solely on the provisions of this Section 3.3 and the presentations by Seller and Buyer, and not by independent review, only the resolution of the disputed amounts. The Neutral Auditor's resolution of such disputed amounts, which for each of the disputed amounts shall be within the range of values of the amount claimed by either party as to any of the disputed amounts, shall be made within thirty (30) days of the submission of the disputed amounts thereto, shall be set forth in a written statement delivered to Seller and Buyer and shall be deemed to be mutually agreed upon by Buyer and Seller for all purposes of this Agreement. Any disputed amounts retained by a party which are later found to be due to the other party by the Neutral Auditor shall be paid to such other party promptly with interest thereon from the Effective Time to the date paid at the applicable Federal Funds Rate. (c) The Federal Funds Rate shall mean, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds by federal funds brokers, as published for such day (or if such day is not a business day, for the next preceding business day) by the Federal Reserve Bank of New York.

Post-Closing Adjustments. As soon as practicable (a) Within one hundred twenty (120) days after the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafter, Seller Buyer shall prepare and deliver to Purchaser the Seller Representative a final settlement statement (the “Final Settlement Closing Date Statement”) setting forth each adjustment or payment that was not finally determined a calculation of (i) the actual Net Working Capital as of June 29, 2018 (“Actual Net Working Capital”), (ii) the actual amount of Net Financial Position as of June 29, 2018 (“Actual Net Financial Position”), and (iii) the actual amount of Transaction Expenses as of June 29, 2018 (“Actual Transaction Expenses”). The Actual Net Working Capital shall be calculated in accordance with the methodology set forth on Exhibit A whilst the Actual Net Financial Position shall be calculated in accordance with the methodology set forth on Exhibit B. If the Seller Representative has any objections to the Closing and showing Date Statement as prepared by Buyer, the calculation Seller Representative shall, within thirty (30) days after the Seller Representative’s receipt thereof (the “Notice Period”), (i) ask the Buyer to provide a detailed summary of such adjustments the components making up the Actual Net Working Capital and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review Actual Net Financial Position along with the supporting documentation proving all the relevant variations that took place in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make comparison to the Final Settlement StatementEstimated Net Working Capital and the Estimated Net Financial Position and the Estimated Transaction Expenses and (ii) give written notice (the “Notice”) to Buyer specifying in reasonable detail such objections and the basis therefor, and calculations which the Seller Representative has determined in good faith are necessary to eliminate such objections. Any failure by Purchaser to If the Seller Representative does not deliver to the Notice within the Notice Period, Buyer’s determinations on the Closing Date Statement shall be final, binding and conclusive on the Sellers and Buyer. If the Seller Representative provides a Notice within the written report detailing Purchaser’s proposed changes to Notice Period, the Final Settlement Statement within sixty Seller Representative and Buyer shall negotiate in good faith during the fifteen (6015) days following PurchaserBusiness Day period (the “Resolution Period”) after the date of Buyer’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of Notice to resolve any disputes regarding the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changesClosing Date Statement. If the Purchaser Seller Representative and Buyer are unable to resolve all such disputes within the Seller cannot Resolution Period, then agree upon within fifteen (15) Business Days after the Final Settlement Statement, the determination expiration of the amount of the Final Settlement Statement Resolution Period, all unresolved disputes shall be submitted to a an independent accounting expert to be mutually agreed firm upon by the Seller Representative and Buyer or in case of independent public accountants disagreement, by the Presidente of the Tribunale di Milano (the “Accounting FirmExpert”), who shall be engaged to provide a final, binding and conclusive resolution pursuant to paragraph 2 of article 1349 of the Italian civil code of all such unresolved disputes within thirty (30) Business Days after such engagement. The Expert shall act as an independent expert to determine, based solely on the presentations by the Seller Representative and Buyer and not by independent review, only those issues that remain in dispute. Upon final resolution of all disputed items, the Expert shall issue a report showing its final calculation of such disputed items. The determination of the Expert shall be final, binding and conclusive on the Sellers and Buyer, and not subject to any appeal or challenge, except for manifest calculation error or willful misconduct. Buyer and the Seller Representative shall make readily available to the Expert all relevant books and records and any work papers (including those of the Parties’ respective accountants) relating to the calculation of the Closing Date Statement and all other items reasonably requested by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdictionExpert. Any costs The fees and expenses incurred by of the Accounting Firm pursuant to this Section 12.1 Expert shall be borne by the Seller Sellers (on the one hand) and the Purchaser equallyBuyer (on the other hand) in proportion to the aggregate amounts by which their proposals differed from the Expert’s final determination. The date upon which such agreement is reached or upon which In connection with the Final Purchase Price is establishedresolution of any dispute, each Party (the Sellers on one hand and the Buyer on the other) shall pay its own fees and expenses, including without limitation, legal, accounting and consultant fees and expenses. Notwithstanding anything to the contrary in this Agreement, any disputes regarding amounts shown in the Closing Date Statement shall be herein called the “Final Settlement Dateresolved as set forth in this Section 2.4.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) The Post-Closing adjustments to the Final Purchase Price Estimated Payment shall be made as follows: (i) If the Estimated Net Working Capital is less greater than the Actual Net Working Capital, then the Sellers shall pay to Buyer an amount equal to the difference between the Estimated Net Working Capital and the Actual Net Working Capital. If the Actual Net Working Capital is greater than the Estimated Final Purchase PriceNet Working Capital, Seller then Buyer shall pay to Purchaser the Sellers an amount of such differenceequal to the difference between the Actual Net Working Capital and the Estimated Net Working Capital. (ii) If the Estimated Net Financial Position is greater than the Actual Net Financial Position, then the Sellers shall pay to Buyer an amount equal to the difference (in either event by wire transfer absolute terms) between the Estimated Net Financial Position and the Actual Net Financial Position. If the Actual Net Financial Position is greater than the Estimated Net Financial Position, then Buyer shall pay to the Sellers an amount equal to the difference (in immediately available fundsabsolute terms) between the Actual Net Financial Position and the Estimated Net Financial Position. Payment by Purchaser or Seller7 (iii) If the Estimated Transaction Expenses are greater than the Actual Transaction Expenses, as then the case may beBuyer shall pay to the Sellers an amount equal to the difference between the Estimated Transaction Expenses and the Actual Transaction Expenses. If the Actual Transaction Expenses are greater than the Estimated Transaction Expenses, then the Sellers shall pay to the Buyer an amount equal to the difference between the Actual Transaction Expenses and the Estimated Transaction Expenses. (c) Any payments required to be made pursuant to Section 2.4(b)(i) through (iii) above shall be defined as “True-Up Payments”. Undisputed True-Up Payments shall be made within five (5) days Business Days after delivery of the Final Settlement DateNotice (or, if no Notice is delivered within the Notice Period with respect to the amounts governing such True-Up Payment, then five (5) Business Days after the last day of the Notice Period). Disputed True-Up Payments shall be made within five (5) Business Days after resolution of the amount of such True-Up Payment during the Resolution Period or resolution by the Expert, as applicable. All True-Up Payments shall be made by wire transfers of immediately available funds to a bank account designated by the recipient party; provided that the Buyer shall have the right, but shall not be obligated, to obtain payment of the True-Up Payments by setting off such amounts against the Earnout Payments. (d) All payments to the Sellers under this Section 2.4, and all obligations of the Sellers pursuant to this Section 2.4, shall be allocated among the Sellers in accordance with their Pro Rata Portions. 5.Payment Allocation Schedule; Acknowledgements and Agreements. (a) Attached hereto as Exhibit C is a correct and complete schedule prepared by the Seller Representative, in form and substance reasonably satisfactory to Buyer (the “Payment Allocation Schedule”), that sets forth, as of the Closing: (i) a list of all Sellers; (ii) with respect to each Seller, the percentage of the Quota held by such Seller; (iii) the calculation of the Estimated Payment, including the components thereof; (iv) the calculation of the Pro Rata Portion of the Estimated Payment payable to each Seller; and (v) the Pro Rata Portion of each Seller. Each of the Sellers acknowledges and agrees that the Buyer shall be entitled to rely on the Payment Allocation Schedule without independent verification for all purposes hereunder, and that Buyer shall have no liability to any Seller to the extent Buyer relies on such Payment Allocation Schedule. (b) Each Seller acknowledges and agrees as follows: (i) Such Seller has reviewed the Payment Allocation Schedule and has had the opportunity to discuss the Payment Allocation Schedule with such Seller’s legal counsel and tax advisors and the Seller Representative. Such Seller acknowledges and agrees that all of the amounts set forth in the Payment Allocation Schedule are true, correct and complete, and this Agreement and the Payment Allocation Schedule set forth such Seller’s entire right to receive payments in respect of such Seller’s Quota. Such Seller acknowledges and agrees that such Seller is not entitled to receive any amounts in respect of such Seller’s Quota other than as expressly set forth in this Agreement and hereby irrevocably waives and releases any rights or claims that Seller may have to receive any other amounts in respect of such Seller’s Quota. (ii) Such Seller hereby irrevocably waives and releases any rights or claims that the Seller may have with respect to such Seller’s Quota. Without limiting the foregoing in any manner, such Seller irrevocably waives any preemptive rights or similar rights to which Seller may previously have been entitled pursuant to the by-Laws of the Company. 6.

Post-Closing Adjustments. As soon as practicable after (a) At least five (5) business days prior to the Closing, but in no event later than one hundred eighty (180) days thereafterClosing Date, Seller shall prepare and deliver to Purchaser a final settlement statement good faith estimate, prepared in accordance with United States generally accepted accounting principles ("GAAP"), applied in a manner consistent with the preparation of the financial statements referred to in Section 5.8 hereof, except as otherwise expressly provided below, and accompanied by a certificate of the chief financial officer of Seller to that effect, of the aggregate amount of the Adjusted Net Book Value of the Inventory determined in accordance with clause (f) below (the “Final Settlement Statement”"Estimated Amount") setting forth each adjustment or payment that was not finally determined as of the Closing Date. (b) At Closing, Purchaser shall (i) deliver to Seller an amount equal to 80% of the Estimated Amount (the "Initial Payment Amount") and showing (ii) cause the calculation Account to be credited with an amount equal to 20% of the Estimated Amount (the "Remaining Amount"). (c) On or about the Closing Date, Seller and Purchaser shall jointly conduct a physical count of all Inventory as of such adjustments date. The physical count of the Inventory shall be conducted in accordance with procedures to be mutually agreed upon by the parties. To the extent such count takes place on a day other than the Closing Date, the physical count shall be adjusted for receipts and usages of Inventory between the date of the physical count and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draftClosing Date. As soon promptly as practicable after receipt of the Final Settlement Statementthereafter, but in no event later more than sixty thirty (6030) days thereafterfollowing the Closing Date, Purchaser shall prepare or cause to be prepared and shall deliver to Seller a written report containing any changes that reasonably detailed statement setting forth the Adjusted Net Book Value of the Inventory, determined in accordance with clause (f) below (the "Purchaser proposes to make to the Final Settlement Statement"). Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement Unless within sixty thirty (6030) days following Purchaser’s after its receipt of the Final Settlement Purchaser Statement Seller shall be deemed an acceptance by deliver to Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect a reasonably detailed statement describing its objections to the changes proposed by PurchaserPurchaser Statement (a "Statement of Objection"), if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement Adjusted Net Book Value of the Inventory determined in accordance with this clause (c) shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive final and binding on the parties hereto and the Purchaser Statement shall be enforceable against the final statement hereunder (the "Closing Date Statement"). (d) If Seller shall deliver to Purchaser a timely Statement of Objection, Purchaser and Seller shall negotiate in good faith and use reasonable best efforts to resolve any party disputes. If a resolution is reached, such resolution shall be final and binding on the parties and Purchaser and Seller shall set forth the Adjusted Net Book Value of the Inventory on a mutually acceptable statement and such statement shall be the Closing Date Statement. If a final resolution is not reached within fifteen (15) days after Seller has submitted its Statement of Objection, any remaining disputes shall be resolved by a firm of independent accountants (the "Reviewing Accountants") selected jointly by the parties' independent accounting firms. The Reviewing Accountants shall be instructed to resolve any matters in dispute as promptly as practicable, but in no event more than thirty (30) days, and set forth their resolution in a statement setting forth the Net Book Value of the Inventory (the "Accountant Statement"). In such event, the determination of the Reviewing Accountants shall be final and binding on the parties hereto in any court and the Accountant Statement shall be the Closing Date Statement. (e) Seller and Purchaser each shall pay one-half of competent jurisdiction. Any costs the fees and expenses incurred by of the Accounting Firm pursuant to this Section 12.1 shall be borne by the Reviewing Accountants. Seller and the Purchaser equallyshall cooperate with each other and the Reviewing Accountants in connection with the matters contemplated by this Section 2.7, including Purchaser's preparation of and Seller's review of the Closing Date Statement, including by furnishing such information and access to books, records (including accountants' work papers), personnel and properties as may be reasonably requested. (f) The "Adjusted Net Book Value" shall be equal to the tangible net book value of the Inventory, less mutually agreed upon reserves for slow moving, obsolete and damaged goods, as set forth on the Closing Date Statement. The date upon which such agreement is reached or upon which the Final Purchase Price is established, Closing Date Statement shall be herein called prepared in accordance with GAAP applied in a manner consistent with the “Final Settlement Datefinancial statements referred to in Section 5.8 hereof, except as otherwise expressly set forth in this Section 2.7.” In the event (ag) If the Final Purchase Price is more than Adjusted Net Book Value set forth in the Estimated Final Purchase PriceClosing Date Statement exceeds the Initial Payment Amount, Seller and Purchaser shall pay distribute to Seller in cash out of the Remaining Amount the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay excess and to Purchaser the remainder, if any, of the Remaining Amount. Interest earned on the Remaining Amount in the Account shall be distributed to Seller and Purchaser in proportion to the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Sellerthe Remaining Amount paid to each of them, as the case may be. (h) If the Adjusted Net Book Value set forth in the Closing Date Statement is less than the Initial Payment Amount, Seller shall be within five pay the difference to Purchaser in immediately available funds, plus interest on such amount from the Closing Date to the date of payment at the rate of 8% per annum. In such event, Seller and Purchaser shall pay the Remaining Amount to Purchaser. (5i) days If the Adjusted Net Book Value set forth in the Closing Date Statement exceeds the Estimated Amount, then, in addition to distribution of the Final Settlement DateRemaining Amount pursuant to clause (g) above, Purchaser shall pay the difference to Seller in immediately available funds, plus interest on such amount from the Closing Date to the date of payment at the rate of 8% per annum. (j) The Remaining Amount may only be disbursed from the Account upon the signature of one each of the Seller's Representatives and the Purchaser's Representatives.

Post-Closing Adjustments. As (i) Except as may be mutually agreed in writing between the Buyer and the Seller as to the calculation of the Closing Net Working Capital, the Closing Cash and the Closing Indebtedness, the Buyer shall, as soon as practicable but in any event no later than thirty (30) Business Days after the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare complete a financial audit of the Target Business and deliver to Purchaser the Seller a final settlement statement (the “Final Settlement Preliminary Closing Statement”) ), setting forth each adjustment or payment that was not finally determined as therein the Buyer’s good faith calculation of (i) the Closing Net Working Capital, (ii) the Closing Cash, and showing (iii) the calculation of such adjustments and the resulting Final Purchase Price. Closing Indebtedness. (ii) The Seller shall make its workpapers and other information available to Purchaser to review in order to confirm have a period of fifteen (15) Business Days after the adjustments shown date on Seller’s draft. As soon as practicable after receipt of which the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to Preliminary Closing Statement is delivered by the Final Settlement Statement. Any failure by Purchaser Buyer to deliver to the Buyer a written notice of the Seller’s disagreement with any item contained in the Preliminary Closing Statement, which notice shall be executed by the Seller and set forth in reasonable detail the written report detailing Purchaserbasis for such disagreement and any proposed adjustment to such item (a “Notice of Disagreement”). During such fifteen (15) Business Day period, the Buyer shall (i) permit the Seller and its accountants to consult with the Target Group Companies’ senior management and Buyer’s proposed changes accountants, and (ii) provide to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt Seller and its accountants reasonable access during normal business hours to the books and records relevant to the Preliminary Closing Statement. If a Notice of Disagreement is delivered by the Final Settlement Statement Seller, the Buyer and the Seller shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree seek in good faith to resolve in writing any differences they have with respect to the changes proposed by Purchaser, if any, no later than sixty matters specified in the Notice of Disagreement during the five (605) days after Seller receives from Purchaser Business Days following the written report described above containing Purchaser’s proposed changesdelivery of the Notice of Disagreement. ​ ​ ​ ​ (iii) If the Purchaser Seller and the Buyer are unable to resolve the disputed items set forth in the Notice of Disagreement within five (5) Business Days following the Seller’s delivery of such Notice of Disagreement (or such longer period as the Seller and the Buyer may mutually agree in writing), such dispute shall be submitted to, and all issues related to such dispute shall be resolved by, a “big four” accounting firm selected by mutual agreement between the Seller and the Buyer (provided that if the Seller and the Buyer are unable to agree on such selection within two (2) Business Days after the expiration of the foregoing five (5) Business Day period, the Buyer shall be entitled to propose two big-four accounting firms to the Seller, and the Seller canshall, within two (2) Business Days of such proposal, select one of the two accounting firms so proposed or, if the Seller shall not then agree upon the Final Settlement Statementhave timely made such selection, the determination of Buyer shall select the amount of accounting firm) (the Final Settlement Statement shall be submitted accounting firm selected pursuant to a mutually agreed firm of independent public accountants (the foregoing, the “Accounting Firm”). The determination by Seller and the Buyer shall submit to the Accounting Firm, as expert and not as arbitrator, for review and resolution all matters (but only such matters) that are set forth in the Notice of Disagreement which remain in dispute. The Seller and the Buyer shall instruct the Accounting Firm that, in resolving items in the Notice of Disagreement that are still in dispute and in determining the Closing Net Working Capital, Closing Cash and Closing Indebtedness, the Accounting Firm shall (i) not assign to any item in dispute a value that is (A) greater than the greatest value for such item assigned by the Buyer, on the one hand, or the Seller, on the other hand, or (B) less than the smallest value for such item assigned by the Buyer, on the one hand, or the Seller, on the other hand, (ii) make its determination in accordance with the guidelines and procedures set forth in this Agreement and consistent with the US GAAP, (iii) render a final resolution in writing to the Buyer and the Seller (which final resolution shall be requested by the Buyer and the Seller to be delivered not more than ten (10) Business Days following submission of such disputed matters to the Accounting Firm), which, absent manifest error, shall be final, conclusive and binding on the parties hereto Parties with respect to the Closing Net Working Capital, Closing Cash and Closing Indebtedness, and (iv) provide a written report to the Buyer and the Seller, if requested by either of them, which sets forth in reasonable detail the basis for the Accounting Firm’s final determination. The Seller shall bear the fees and expenses of the Accounting Firm. (iv) The Preliminary Closing Statement (as adjusted by the agreement of the Parties or at the direction of the Accounting Firm, as applicable) shall be enforceable against any party hereto in any court deemed final (the “Final Closing Statement”) for the purposes of competent jurisdiction. Any costs this Section 2.6 and expenses incurred binding upon the Parties upon the earliest of the (i) failure of the Seller to notify the Buyer of a dispute within twenty (20) Business Days after delivery of the Preliminary Closing Statement, (ii) resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Buyer and the Seller, and (iii) resolution of all disputes, pursuant to Section 2.6(c)(iii), by the Accounting Firm pursuant to this Section 12.1 Firm, whereupon the First Tranche Consideration shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is establishedrecalculated as: US$2,000,000,000, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller plus the amount of such differencethe Closing Cash and, orto the extent positive, the amount of the Closing Net Working Capital, and decreased by the amount of the Closing Indebtedness and, to the extent negative, the amount of the absolute value of the Closing Net Working Capital. ​ ​ ​ ​ (bv) If the Final Purchase Price First Tranche Consideration as recalculated pursuant to Section 2.6(c)(iv) exceeds the First Tranche Consideration as of immediately after the adjustments pursuant to Section 2.6(b), the Buyer shall pay or cause to be paid the Seller, by wire transfer of immediately available funds in U.S. Dollars to the Seller Bank Account, an amount equal to such excess. If the First Tranche Consideration as recalculated pursuant to Section 2.6(c)(iv) is less than the Estimated Final Purchase PriceFirst Tranche Consideration as of immediately after the adjustments pursuant to Section 2.6(b), the Seller shall pay or cause to Purchaser be paid to the amount of such differenceBuyer, in either event by wire transfer in of immediately available fundsfunds in U.S. Dollars to a bank account designated by the Buyer, an amount equal to such shortfall. Payment by Purchaser or Seller, as the case may be, The foregoing payments shall be within made no later than five (5) days Business Days following the finalization of the Final Settlement DateClosing Statement in accordance with Section 2.6(c)(iv), provided that if as of such time the Second Tranche Consideration or the Third Tranche Consideration has not yet been paid, the foregoing payments shall be made concurrently with the payment of the Second Tranche Consideration or, if the Second Tranche Consideration has already been paid, at the time of payment of the Third Tranche Consideration, by way of a corresponding increase or decrease, as applicable, of the amount otherwise required to be paid or cause to be paid by the HK Buyer to the Seller for the Second Tranche Consideration or the Third Tranche Consideration, as applicable, pursuant to Section 2.7.

Post-Closing Adjustments. As soon as practicable The Purchase Price set forth in Section 1.3 shall be subject to adjustment after the ClosingClosing Date as follows: (a) Within 30 days after the Closing Date, but in no event later than one hundred eighty (180) days thereafter, the Seller shall prepare and deliver to Purchaser the Buyer the Draft Closing Balance Sheet. The Seller shall prepare the Draft Closing Balance Sheet in accordance with GAAP applied on a final settlement basis consistent with the application of GAAP to the preparation of the Financial Statements, which shall set forth the Closing Working Capital. (b) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Closing Balance Sheet or a detailed statement describing its objections (if any) to the Draft Closing Balance Sheet. If the Buyer delivers to the Seller a notice accepting the Draft Closing Balance Sheet, or the Buyer does not deliver a written objection to the Draft Closing Balance Sheet by the Objection Deadline Date, then, effective as of either the date of delivery of such notice of acceptance or as of the close of business on the Objection Deadline Date, the Draft Closing Balance Sheet shall be deemed to be the Final Closing Balance Sheet. If the Buyer timely objects to the Draft Closing Balance Sheet, such objections shall be resolved as follows: (i) The Buyer and the Seller shall first use reasonable efforts and cooperate in good faith to resolve such objections. (ii) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer’s statement of objections within 15 days after delivery of such statement of objections, the Buyer and the Seller shall, within 10 days following the expiration of such 15-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller and the Accountant, to resolve any (and only those) remaining objections set forth on the Buyer’s statement of objections (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting FirmUnresolved Objections”). The determination Accountant shall not address any issues other than the Unresolved Objections. (iii) The Buyer and the Seller shall jointly submit to the Accountant, within 5 days after the date of the engagement of the Accountant (as evidenced by the Accounting Firm date of the engagement agreement), a copy of the Draft Closing Balance Sheet, a copy of the statement of objections delivered by the Buyer to the Seller, and a statement setting forth the resolution of any objections agreed to by the Buyer and the Seller. Each of the Buyer and the Seller shall submit to the Accountant (with a copy delivered to the other Party on the same day), within 10 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the Unresolved Objections. Each of the Buyer and the Seller may (but shall not be required to) submit to the Accountant (with a copy delivered to the other Party on the same day), within 30 days after the date of the engagement of the Accountant, a memorandum responding to the initial memorandum submitted to the Accountant by the other Party. Unless requested by the Accountant in writing, neither Party may present any additional information or arguments to the Accountant, either orally or in writing. In the event that the Accountant makes such a request, a Party submitting any writing to the Accountant shall deliver a copy of such writing to the other Party on the same day, and any oral communication by a Party with the Accountant shall take place only in the presence (in person or telephonically) of the other Party. In the event that the Accountant makes such request, a Party submitting any written material to the Accountant in response to such request (or otherwise in connection with the Unresolved Objections) shall deliver a copy of all such written material to the other Party on the same day, and any oral communication with the Accountant by a Party in response to such a request shall take place only in the presence (in person or telephonically) of the other Party. (iv) Within 45 days after the date of its engagement hereunder, the Accountant shall determine whether the objections raised by the Buyer are appropriate and shall issue a ruling which shall include a balance sheet, comprised of the Draft Closing Balance Sheet as adjusted pursuant to any resolutions to objections agreed upon by the Buyer and the Seller and pursuant to the Accountant’s resolution of the Unresolved Objections. Such balance sheet shall be deemed to be the Final Closing Balance Sheet. (v) The resolution by the Accountant of the Unresolved Objections shall be conclusive and binding upon the Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.7(b) for resolving disputes with respect to the Draft Closing Balance Sheet shall be the sole and exclusive method for resolving any such disputes; provided that this provision shall not prohibit either Party from instituting litigation to enforce the ruling of the Accountant. (vi) The Buyer and the Seller shall each pay one-half of the fees and expenses of the Accountant under this Section 1.7. (c) If the Closing Working Capital as shown on the parties hereto Final Closing Balance Sheet is less than zero, then the Buyer may deduct from the initial Quarterly Earn-Out Payment and, if and to the extent necessary, from each subsequent Quarterly Earn-Out Payment, the entirety of the amount otherwise payable to the Seller until the entire Closing Working Capital Shortfall has been paid in full to the Buyer. Notwithstanding the foregoing, if the Closing Working Capital Shortfall as shown on the Final Closing Balance Sheet is greater than $500,000, then (i) the Buyer and the Seller shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by deliver to the Accounting Firm Escrow Agent, within three business days after the date on which the Final Closing Balance Sheet is finally determined pursuant to this Section 12.1 1.7, a written notice executed by both parties instructing the Escrow Agent to (A) disburse to the Buyer from the Closing Working Capital Escrow Fund an amount equal to the lesser of (1) the Closing Working Capital Shortfall less $500,000 and (2) the full amount of the Closing Working Capital Escrow Fund, and (B) disburse to the Seller any amount remaining in the Closing Working Capital Escrow Fund, and (ii) the Buyer may deduct the remainder of the Closing Working Capital Shortfall from the Quarterly Earn-Out Payments as set forth in the previous sentence. (d) If the Closing Working Capital as shown on the Final Closing Balance Sheet is greater than zero, the Closing Payment shall be borne increased by such excess amount and the Buyer shall pay to the Seller, by wire transfer of immediately available funds to an account or accounts designated by the Seller and Seller, within three business days after the Purchaser equally. The date upon which such agreement is reached or upon on which the Final Purchase Price Closing Balance Sheet is establishedfinally determined pursuant to this Section 1.7, shall be herein called the “Final Settlement Datean amount equal to such excess.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable (a) Within ninety (90) days after the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafter, Seller Acquiror shall prepare and deliver to Purchaser the Holder Representative a final settlement statement (the “Final Settlement Closing Statement”) setting forth Acquiror’s calculations of the Working Capital, unpaid Indebtedness of the Company, unpaid Transaction Expenses of the Company, unpaid Change in Control Payments and Ongoing Hxxxxx Expenses, in each adjustment or payment that was not finally determined case as of the Closing, and shall make available to the Holder Representative reasonable documentation relating to Acquiror’s preparation of the Closing Statement. The Closing Statement shall be prepared in accordance with GAAP and showing consistent with the calculation determination of the Estimated Closing Balance Sheet. (b) If the Holder Representative disputes the correctness of the Closing Statement or Acquiror’s computation of the amounts set forth therein, the Holder Representative shall notify Acquiror of its objections within thirty (30) days after the delivery of the Closing Statement, setting forth in reasonable detail the reasons for such adjustments objections. If the Holder Representative fails to deliver such notice within such period, the Holder Representative shall be deemed to have accepted the Closing Statement and Acquiror’s computation of the Working Capital, unpaid Indebtedness of the Company, unpaid Transaction Expenses of the Company, unpaid Change in Control Payments and Ongoing Hxxxxx Expenses, in each case as of the Closing, as set forth therein. If the Holder Representative delivers such objection notice within such period, Acquiror and the resulting Final Purchase Price. Seller Holder Representative shall make its workpapers and other information available endeavor in good faith to Purchaser to review resolve their disputes over the amounts set forth in order to confirm the adjustments shown on Seller’s draft. As soon as practicable Closing Statement within twenty (20) days after receipt of such notice by Acquiror. If Acquiror and the Final Settlement StatementHolder Representative are able to resolve all such disputes within such time period, but the Closing Statement and computation of the amounts set forth therein as agreed upon by such parties shall be final. If Acquiror and Holder Representative are not able to resolve all such disputes within such time period, the remaining disputes shall be submitted to BDO Sxxxxxx or another nationally recognized accounting firm in no event later than sixty the United States that is mutually acceptable to Acquiror and the Holder Representative (60) days thereaftersuch selected accounting firm, Purchaser the “Independent Accountant”). Acquiror and the Holder Representative shall deliver instruct the Independent Accountant to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement resolve all remaining disputes within sixty thirty (6030) days following Purchaser’s receipt submission of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect all documentation to the changes proposed by PurchaserIndependent Accountant, with the Independent Accountant’s determination based solely upon the written presentations, if any, no later than sixty (60) days after Seller receives from Purchaser made by Acquiror, on the written report described above containing Purchaser’s proposed changes. If the Purchaser one hand, and the Seller cannot then agree upon Holder Representative, on the Final Settlement Statement, the determination other hand. The decision of the amount of the Final Settlement Statement Independent Accountant shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive final and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdictiontheir Affiliates (absent bad faith, manifest error or fraud). Any costs The fees and expenses incurred by of the Accounting Firm pursuant to this Section 12.1 Independent Accountant shall be borne equally by the Seller Sellers, on the one hand, and Acquiror, on the other hand. If Acquiror or the Holder Representative or their Affiliates from time to time has or has had any material relationship to the Independent Accountant (the “Conflicted Party”), the Conflicted Party shall notify the other party in writing (the “Conflict Notice”) prior to submission of the dispute to the Independent Accountant, and the Purchaser equally. The date upon which such agreement is reached or upon which other party shall have the Final Purchase Price is established, shall be herein called right to require that the “Final Settlement Date.” In parties select a different nationally recognized accounting firm by delivering written notice to the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be Conflicted Party within five (5) days Business Days following receipt of the Final Settlement DateConflict Notice, such firm to be selected by Acquiror and the Holder Representative (or, if Acquiror and the Holder Representative cannot agree on such a firm, they shall cause their respective selected accounting firms to select such a firm). (c) If the final determination of the Working Capital, unpaid Indebtedness of the Company, unpaid Transaction Expenses of the Company, unpaid Change in Control Payments or Ongoing Hxxxxx Expenses, as provided in this Section 1.6, results in a determination of an overpayment by Acquiror pursuant to Section 1.4(c), then, within ten (10) Business Days after such determination, Holder Representative and Acquiror shall execute and deliver to the Escrow Agent joint written instructions to the Escrow Agent directing the Escrow Agent to pay such amount to Acquiror out of the Escrow Amount. (d) If the final determination of the Working Capital, unpaid Indebtedness, unpaid Transaction Expenses of the Company, unpaid Change in Control Payments or Ongoing Hxxxxx Expenses, as provided in this Section 1.6, results in a determination of an underpayment by Acquiror pursuant to Section 1.4(c), then, within ten (10) Business Days after such determination, Acquiror shall pay the amount of such deficiency by wire transfer of immediately available funds to the accounts and in the allocations designated in writing by the Holder Representative consistent with the Distribution Schedule.

Post-Closing Adjustments. (i) As soon as practicable practicable, but no later than forty-five (45) days after the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafter, Seller Buyer shall prepare and deliver to Purchaser Parent a final settlement statement (the “Final Settlement Closing Statement”) setting forth each adjustment or payment that was not finally determined as Buyer’s calculation of (A) the Net Working Capital Adjustment Amount, (B) the Client Consent Adjustment Amount, if any, and (C) the Adjustment Amount. Buyer’s calculations of such amounts set forth in the Closing and showing Statement (collectively, the “Buyer Proposed Calculations”) shall be delivered with reasonable supporting detail with respect to the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than amounts. (ii) Within sixty (60) days thereafterof receipt of the Closing Statement, Purchaser shall deliver Parent may provide written notice to Seller Buyer disputing all or a written report containing any changes that Purchaser proposes to make to part of the Final Settlement StatementBuyer Proposed Calculations (such notice, a “Dispute Notice”). Any failure by Purchaser If Parent fails to deliver a Dispute Notice to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement Buyer within such sixty (60) days following Purchaser60)-day period, or if Parent accepts in writing the Buyer Proposed Calculations before such sixty (60)-day period, then Buyer and Parent shall be deemed to have agreed that the Buyer Proposed Calculations set forth in the applicable Closing Statement shall be finally determined and binding on the Parties for all purposes hereunder. If a 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 Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall Dispute Notice. (iii) If Parent and Buyer do not agree in writing upon a final resolution with respect to any disputed items within such thirty (30)-day period, then the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement remaining items in dispute shall be submitted immediately to a mutually agreed nationally recognized, independent accounting firm of independent public accountants acceptable to Buyer and Parent (in either case, the “Accounting Firm”). The Parties shall instruct the Accounting Firm to render a determination of the applicable dispute within thirty (30) 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 reasonably agreed upon between Parent and Buyer, and any associated engagement fees shall be initially borne 50% by Parent and 50% by Buyer; provided that all such fees shall ultimately be borne by Parent and Buyer in inverse proportion as such Party ultimately prevails on the 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. 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 shall (A) be bound by the provisions of this Section 2.8, (B) 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, (C) rely solely on the written submissions of the Parties and shall not conduct an independent investigation and (D) limit its decision to only such items as are in dispute and to only those adjustments as are necessary for the Buyer Proposed Calculations to comply with the provisions of this Agreement. Such determination of the Accounting Firm shall be conclusive and binding on upon the parties hereto Parties for all purposes hereunder upon which a judgment may be rendered by a court having proper jurisdiction over the Party against which such determination is sought to be enforced. (iv) The Parties shall, and shall be enforceable against any party hereto cause their respective independent accountants and their respective Affiliates to, cooperate and assist in any court the calculation of competent jurisdiction. Any costs the Adjustment Amount and expenses incurred the components thereof, and in the conduct of the review by the Accounting Firm of any proposed calculations of the Adjustment Amount or the components thereof, including making available (to the extent necessary to resolve the items in dispute and subject to customary confidentiality and indemnity agreements) books, records, work papers and relevant personnel. (v) Within three (3) Business Days after the date on which the Adjustment Amount (and the components thereof) is finally determined pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which 2.8(c) (such agreement is reached or upon which the Final Purchase Price is establishedamount, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.Adjustment Amount”):

Post-Closing Adjustments. As soon as practicable after (i) Within forty-five (45) calendar days following the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafterthe Buyer shall prepare, Seller shall prepare or cause to be prepared, and deliver to Purchaser the Representative a final settlement statement (the “Final Settlement Closing Statement”) ), certified by the Chief Financial Officer of the Company, setting forth each adjustment the Buyer’s good faith calculation of Cash and Cash Equivalents, Closing Date Funded Indebtedness and Seller Expenses. The Final Closing Statement and the determinations and calculations contained therein shall be prepared and calculated in good faith, and shall be in the same form and include the same line items as the Estimated Closing Statement (except that in calculating such component line items, no effect shall be given to (i) the transactions contemplated hereby, (ii) any purchase accounting or payment that was not finally determined as other similar adjustments resulting from the consummation of the transactions contemplated hereby or (iii) any financing or other changes made by or at the request of Buyer). If the Final Closing and showing Statement is not so timely delivered, the calculation of such adjustments Estimated Cash, the Estimated Funded Indebtedness and the resulting Estimated Seller Expenses will be deemed Final Purchase Price. Cash, Final Funded Indebtedness, and Final Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after Expenses, respectively, absent manifest error. (ii) After receipt of the Final Settlement Closing Statement, but the Representative will have until 5:00 p.m. Dallas time on the date that is forty-five (45) calendar days following the delivery by the Buyer of the Final Closing Statement to review the Final Closing Statement and make any objections thereto. Unless the Representative delivers written notice (which notice shall include the items and amounts in no event later than sixty (60dispute) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure Buyer setting forth the items disputed by Purchaser the Representative with respect thereto on or prior to deliver to Seller 5:00 p.m. Dallas time on the written report detailing Purchaser’s proposed changes to forty-fifth (45th) calendar day following the Final Settlement Statement within sixty (60) days following PurchaserRepresentative’s receipt of the Final Settlement Statement shall Closing Statement, the Representative will be deemed an acceptance to have accepted and agreed to the Final Closing Statement and such statement (and the calculations contained therein) will be final, binding and conclusive, absent manifest error. If the Representative delivers a written notification (a “Statement of Objections”) to the Buyer of its objections to items contained in the Final Closing Statement (or calculations contained therein) on or prior to 5:00 p.m. Dallas time on the forty-fifth (45th) day following the delivery by Purchaser the Buyer of the Final Settlement Closing Statement, the Buyer and the Representative shall, during the twenty (20) calendar days following delivery of such Statement of Objections (or such longer period as they may mutually agree in writing) (the “Resolution Period”), attempt in good faith to resolve their differences with respect to the disputed items (or calculations) in such notice (the “Disputed Items”), and all other items in the Final Closing Statement (and all calculations relating thereto) will be final, binding and conclusive, absent manifest error. Any resolution by the Buyer and the Representative during the Resolution Period as to any Disputed Item shall be set forth in writing and shall be final, binding and conclusive on the date of such written resolution, absent manifest error. (iii) If Buyer and the Representative do not resolve all Disputed Items by the end of the Resolution Period, then all Disputed Items remaining in dispute will be submitted to the Neutral Arbitrator. The Neutral Arbitrator shall request a statement from Buyer and the Representative regarding such Disputed Items. The scope of the disputes to be decided by Sellerthe Neutral Arbitrator shall be limited to only those items or calculations specifically in dispute between the Buyer and the Representative, and the Neutral Arbitrator is not to make any other determination, including not making any determination as to whether the Final Closing Statement, Cash and Cash Equivalents, Closing Date Funded Indebtedness or Seller Expenses were prepared in accordance with GAAP. In resolving each Disputed Item, the parties shall cause the Neutral Arbitrator to be bound by the principles set forth in this Section 2.4, and direct the Neutral Arbitrator not to assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by any party or less than the lowest value for such Disputed Item claimed by any party (such range, the “Disputed Amount Range”), and any value assigned in contravention of the foregoing shall not be binding on the parties. (iv) All fees and expenses relating to the work, if any, to be performed by the Neutral Arbitrator will be allocated between the Buyer and the Representative (which, in the case of the Representative, shall be payable by the Representative solely out of the Expense Funds) in the same proportion that the aggregate amount of the Disputed Items so submitted to the Neutral Arbitrator that is unsuccessfully disputed by each such party (as finally determined by the Neutral Arbitrator) bears to the total amount of such Disputed Items so submitted. The parties shall agree direct the Neutral Arbitrator to deliver to the Buyer and the Representative a written determination (such determination to include a work sheet setting forth all material calculations used in arriving at such determination and to be based solely on information provided to the Neutral Arbitrator by the Representative and the Buyer) of the Disputed Items submitted to the Neutral Arbitrator within twenty (20) calendar days of receipt of such Disputed Items, which determination will be final, binding and conclusive on the date of delivery of such written resolution, absent manifest error. (v) The final, binding and conclusive Final Closing Statement based either upon agreement by the parties, or deemed agreement by Buyer and the Representative in accordance with this Section 2.4, or the written determination delivered by the Neutral Arbitrator in accordance with this Section 2.4(b)(iv) will be the “Conclusive Final Closing Statement.” If any party fails to submit a statement regarding any Disputed Item submitted to the Neutral Arbitrator within the time determined by the Neutral Arbitrator or otherwise fails to give the Neutral Arbitrator access as reasonably requested, then the Neutral Arbitrator shall render a decision based solely on the evidence timely submitted and the access afforded to the Neutral Arbitrator by the other party. Neither the Sellers nor the Representative shall have any liability with respect to Cash and Cash Equivalents, Final Cash, Funded Indebtedness, Closing Date Funded Indebtedness, Final Funded Indebtedness, Seller Expenses or Final Seller Expenses except as determined by this Section 2.4; provided, however, that nothing in this Section 2.4(b)(v) shall be deemed to limit any of the changes proposed representations and warranties of the Company and the Sellers set forth herein or the right of the Buyer to seek indemnification therefor pursuant to Article 8; provided further, however, that the Buyer shall not be entitled to recover more than once in respect of the same amount pursuant to this Section 2.4(b) or pursuant to Article 8. (vi) Subject to Section 2.4(b)(vii), the amount by Purchaserwhich the Closing Date Payment Amount is greater than the Final Payment Amount, if any, no later than sixty (60) days after Seller receives from Purchaser shall be paid by the written report described above containing Purchaser’s proposed changes. If Escrow Agent to the Purchaser Buyer, at the instruction of the Buyer and the Seller cannot then agree upon Representative, out of the funds in the Escrow Account. Subject to Section 2.4(b)(vii), the amount by which the Closing Date Payment Amount is less than the Final Settlement StatementPayment Amount, if any, shall be paid by the determination Buyer to the Representative (for the ratable benefit of the amount Sellers) by wire transfer of the Final Settlement Statement shall be submitted immediately available funds to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination an account designated by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against Representative. Any amount payable to any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 2.4(b) shall be borne treated by the Seller and Parties (including for Tax purposes) as an adjustment to the Purchaser equallyPurchase Price. The date upon which such agreement is reached Any adjustment or upon which non-adjustment to the Final Purchase Price is established, shall be herein called not form the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay basis for any claim for damages pursuant to Seller the amount this Agreement. For purposes of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.this Section 2.4(b):

Post-Closing Adjustments. (a) As soon promptly as practicable after the Closing, but in no event later more than one hundred eighty (180) 30 days thereafterafter the Closing Date, Seller the Surviving Corporation shall in good faith prepare and deliver to Purchaser the Representative (on behalf of the Stockholders and holders of Vested Options) a final settlement statement (the “Final Settlement Closing Statement”) setting forth each adjustment or payment that was not finally determined as indicating the Surviving Corporation’s calculation of the Merger Consideration and the components thereof, together with reasonable supporting detail. (b) After receipt of the Closing Statement, the Representative shall have 15 days to review the Closing Statement, together with the work papers used in the preparation thereof. The Surviving Corporation shall (i) provide the Representative and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers representatives reasonable access during normal business hours to all relevant work papers, trial balances and other financial information available to Purchaser the extent necessary or useful to complete the review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Closing Statement, but in no event later than sixty and (60ii) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make reasonably cooperate with the Representative and its representatives’ reasonable requests with respect to the Final Settlement review of the Closing Statement, including by providing on a timely basis all information reasonably necessary or useful in reviewing the Closing Statement. Any failure by Purchaser to deliver to Seller Unless the Representative delivers written report detailing Purchaser’s proposed changes notice to the Final Settlement Statement within sixty (60) days following PurchaserSurviving Corporation on or prior to the 15th day after the Representative’s receipt of the Final Settlement Closing Statement specifying in reasonable detail the amount, nature and basis of all disputed items, the Representative shall be deemed an acceptance by Purchaser to have accepted and agreed to the calculation of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to Merger Consideration set forth on the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changesClosing Statement. If the Purchaser and Representative notifies the Seller cannot then agree upon Surviving Corporation of its objection to the Final Settlement calculation of the Merger Consideration as set forth on the Closing Statement, the determination Representative and the Surviving Corporation shall, within 30 days (or such longer period as the parties may agree in writing) following such notice (the “Resolution Period”), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive (other than as a result of manifest error or fraud). Items not objected to by the Representative shall be deemed resolved. (c) If, at the conclusion of the amount of the Final Settlement Statement Resolution Period, there are any amounts remaining in dispute, then such amounts remaining in dispute shall be submitted to a mutually agreed firm of independent public accountants KPMG, LLP, or such other Person as the Company and Purchaser reasonably agree (the “Accounting FirmNeutral Auditors”). The determination Neutral Auditors shall act as an arbitrator to determine, based solely on the provisions of this Section 2.11 and the presentations by the Accounting Firm Representative and the Surviving Corporation, and not by independent review, only those issues still in dispute. The Neutral Auditors’ determination for any disputed amount shall be conclusive within the range implied by the amount indicated for such amount in the Purchaser’s Closing Statement and the amount indicated for such amount in the Representative’s written notice to Purchaser. The Neutral Auditors’ determination shall be made within 30 days of the dispute being submitted for their determination, shall be set forth in a written statement delivered to the Representative and the Surviving Corporation and shall be final, non-appealable and binding on the parties hereto and shall be enforceable against any party hereto in any hereto, absent manifest error or fraud. A judgment of a court of competent jurisdictionjurisdiction may be entered upon the Neutral Auditors’ determination. Any costs The Neutral Auditors shall have exclusive jurisdiction over, and expenses incurred by resort to the Accounting Firm pursuant to Neutral Auditors as provided in this Section 12.1 2.11(c) shall be borne by the Seller only recourse and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days remedy of the Final Settlement Date.- -

Post-Closing Adjustments. As (i) Except as may be mutually agreed in writing between the Buyer and the Seller as to the calculation of the Closing Net Working Capital, the Closing Cash and the Closing Indebtedness, the Buyer shall, as soon as practicable but in any event no later than thirty (30) Business Days after the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare complete a financial audit of the Target Business and deliver to Purchaser the Seller a final settlement statement (the “Final Settlement Preliminary Closing Statement”) ), setting forth each adjustment or payment that was not finally determined as therein the Buyer’s good faith calculation of (i) the Closing Net Working Capital, (ii) the Closing Cash, and showing (iii) the calculation of such adjustments and the resulting Final Purchase Price. Closing Indebtedness. (ii) The Seller shall make its workpapers and other information available to Purchaser to review in order to confirm have a period of fifteen (15) Business Days after the adjustments shown date on Seller’s draft. As soon as practicable after receipt of which the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to Preliminary Closing Statement is delivered by the Final Settlement Statement. Any failure by Purchaser Buyer to deliver to the Buyer a written notice of the Seller’s disagreement with any item contained in the Preliminary Closing Statement, which notice shall be executed by the Seller and set forth in reasonable detail the written report detailing Purchaserbasis for such disagreement and any proposed adjustment to such item (a “Notice of Disagreement”). During such fifteen (15) Business Day period, the Buyer shall (i) permit the Seller and its accountants to consult with the Target Group Companies’ senior management and Buyer’s proposed changes accountants, and (ii) provide to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt Seller and its accountants reasonable access during normal business hours to the books and records relevant to the Preliminary Closing Statement. If a Notice of Disagreement is delivered by the Final Settlement Statement Seller, the Buyer and the Seller shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree seek in good faith to resolve in writing any differences they have with respect to the changes proposed by Purchaser, if any, no later than sixty matters specified in the Notice of Disagreement during the five (605) days after Seller receives from Purchaser Business Days following the written report described above containing Purchaser’s proposed changes. delivery of the Notice of Disagreement. (iii) If the Purchaser Seller and the Buyer are unable to resolve the disputed items set forth in the Notice of Disagreement within five (5) Business Days following the Seller’s delivery of such Notice of Disagreement (or such longer period as the Seller and the Buyer may mutually agree in writing), such dispute shall be submitted to, and all issues related to such dispute shall be resolved by, a “big four” accounting firm selected by mutual agreement between the Seller and the Buyer (provided that if the Seller and the Buyer are unable to agree on such selection within two (2) Business Days after the expiration of the foregoing five (5) Business Day period, the Buyer shall be entitled to propose two big-four accounting firms to the Seller, and the Seller canshall, within two (2) Business Days of such proposal, select one of the two accounting firms so proposed or, if the Seller shall not then agree upon the Final Settlement Statementhave timely made such selection, the determination of Buyer shall select the amount of accounting firm) (the Final Settlement Statement shall be submitted accounting firm selected pursuant to a mutually agreed firm of independent public accountants (the foregoing, the “Accounting Firm”). The determination by Seller and the Buyer shall submit to the Accounting Firm, as expert and not as arbitrator, for review and resolution all matters (but only such matters) that are set forth in the Notice of Disagreement which remain in dispute. The Seller and the Buyer shall instruct the Accounting Firm that, in resolving items in the Notice of Disagreement that are still in dispute and in determining the Closing Net Working Capital, Closing Cash and Closing Indebtedness, the Accounting Firm shall (i) not assign to any item in dispute a value that is (A) greater than the greatest value for such item assigned by the Buyer, on the one hand, or the Seller, on the other hand, or (B) less than the smallest value for such item assigned by the Buyer, on the one hand, or the Seller, on the other hand, (ii) make its determination in accordance with the guidelines and procedures set forth in this Agreement and consistent with the US GAAP, (iii) render a final resolution in writing to the Buyer and the Seller (which final resolution shall be requested by the Buyer and the Seller to be delivered not more than ten (10) Business Days following submission of such disputed matters to the Accounting Firm), which, absent manifest error, shall be final, conclusive and binding on the parties hereto Parties with respect to the Closing Net Working Capital, Closing Cash and Closing Indebtedness, and (iv) provide a written report to the Buyer and the Seller, if requested by either of them, which sets forth in reasonable detail the basis for the Accounting Firm’s final determination. The Seller shall bear the fees and expenses of the Accounting Firm. (iv) The Preliminary Closing Statement (as adjusted by the agreement of the Parties or at the direction of the Accounting Firm, as applicable) shall be enforceable against any party hereto in any court deemed final (the “Final Closing Statement”) for the purposes of competent jurisdiction. Any costs this Section 2.6 and expenses incurred binding upon the Parties upon the earliest of the (i) failure of the Seller to notify the Buyer of a dispute within twenty (20) Business Days after delivery of the Preliminary Closing Statement, (ii) resolution of all disputes, pursuant to Section 2.6(c)(ii), by the Buyer and the Seller, and (iii) resolution of all disputes, pursuant to Section 2.6(c)(iii), by the Accounting Firm pursuant to this Section 12.1 Firm, whereupon the First Tranche Consideration shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is establishedrecalculated as: US$2,000,000,000, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller plus the amount of such differencethe Closing Cash and, orto the extent positive, the amount of the Closing Net Working Capital, and decreased by the amount of the Closing Indebtedness and, to the extent negative, the amount of the absolute value of the Closing Net Working Capital. (bv) If the Final Purchase Price First Tranche Consideration as recalculated pursuant to Section 2.6(c)(iv) exceeds the First Tranche Consideration as of immediately after the adjustments pursuant to Section 2.6(b), the Buyer shall pay or cause to be paid the Seller, by wire transfer of immediately available funds in U.S. Dollars to the Seller Bank Account, an amount equal to such excess. If the First Tranche Consideration as recalculated pursuant to Section 2.6(c)(iv) is less than the Estimated Final Purchase PriceFirst Tranche Consideration as of immediately after the adjustments pursuant to Section 2.6(b), the Seller shall pay or cause to Purchaser be paid to the amount of such differenceBuyer, in either event by wire transfer in of immediately available fundsfunds in U.S. Dollars to a bank account designated by the Buyer, an amount equal to such shortfall. Payment by Purchaser or Seller, as the case may be, The foregoing payments shall be within made no later than five (5) days Business Days following the finalization of the Final Settlement DateClosing Statement in accordance with Section 2.6(c)(iv), provided that if as of such time the Second Tranche Consideration or the Third Tranche Consideration has not yet been paid, the foregoing payments shall be made concurrently with the payment of the Second Tranche Consideration or, if the Second Tranche Consideration has already been paid, at the time of payment of the Third Tranche Consideration, by way of a corresponding increase or decrease, as applicable, of the amount otherwise required to be paid or cause to be paid by the HK Buyer to the Seller for the Second Tranche Consideration or the Third Tranche Consideration, as applicable, pursuant to Section 2.7.

Post-Closing Adjustments. As soon (a) The estimated Closing Date Liabilities, as practicable after defined in Section 11.6, are set forth in the disclosure letter delivered by Tycho to DSL contemporaneously herewith (the "Disclosure Letter"). On the Closing Date, the estimated Closing Date Liabilities and the amount of Cash Consideration set forth in Section 2.1(c) above shall be further adjusted by the parties hereto, to the extent necessary to accurately estimate the Closing Date Liabilities as of the Closing. (b) Within forty-five (45) days following the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller DSL shall prepare and deliver to Purchaser the Agent for the Executives (as hereinafter defined) designated pursuant to Section 9.2(h) hereof a final settlement statement (the “Final Settlement "Closing Statement”") setting forth each adjustment or payment that was not finally determined showing any required adjustments to the Closing Date Liabilities (the "Closing Statement Adjustments") as of the Closing and showing Date. In the calculation of such adjustments event that DSL and the resulting Final Purchase Price. Seller shall make its workpapers and other information available Agent, using their best efforts, are unable to Purchaser to review in order to confirm agree upon the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Closing Statement Adjustments within sixty (60) days following Purchaser’s receipt the Closing Date, or such additional period as may be agreed upon by them, DSL and the Agent shall submit a list of the Final Settlement Statement disputed issues to a partner of KPMG Peat Marwick (the "Accounting Firm") for resolution. DSL and the Agent shall request that the disputed issues be deemed an acceptance resolved as promptly as possible by Purchaser of the Final Settlement Statement as submitted by SellerAccounting Firm. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination decision of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive final and binding on only as to the determination of the Closing Statement Adjustments provided for in this Section 3.2. The parties hereto and agree that the Closing Statement Adjustments shall be enforceable against any party hereto prepared solely for the purpose of determining the post-closing adjustments, if any, to the Merger Consideration or to the Employment Agreement Cancellation Payments, as defined in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller7.12, as the case may be. DSL and the Agent, on behalf of the Executives, shall be within five (5) days each pay one-half of the Final Settlement Datecosts and expenses of the Accounting Firm in resolving the disputed issues, if any. (c) In the event that the total Closing Date Liabilities set forth on the final Closing Statement are less than the total set forth in the Disclosure Letter, the aggregate Merger Consideration shall be increased by the amount of the difference and shall be promptly paid by DSL to the Cashed Stockholders. In the event that the total Closing Date Liabilities set forth on the final Closing Statement are greater than the total set forth in the Disclosure Letter, the aggregate Employment Agreement Cancellation Payments shall be reduced by the amount of the excess liabilities; provided, however, that such reduction shall not exceed the aggregate amount of the Executives' Hold Back, as defined in Section 9.2(c), plus the Executives' Offset Amount, as defined in Section 9.2(d). (d) If the aggregate Merger Consideration is reduced as a result of the post-closing adjustments, DSL shall be entitled to first retain, from and out of the Executives' Hold Back, the amount of such reduction. If the Merger Consideration is reduced by an amount in excess of the Executives' Hold Back, then DSL shall next be entitled to offset the amount of such excess against the payments due to the Executives pursuant to Section 7.12(c), up to the full amount of the Executives' Offset Amount.

Post-Closing Adjustments. As soon as reasonably practicable after following the Closing, but in no event later than one hundred eighty (180) days thereafterDecember 14, Seller shall prepare and deliver to Purchaser a final settlement statement 2017 (the “Final Settlement StatementReview Date”) setting forth each adjustment or payment that was not finally determined as ), Purchaser and Sellers shall cause a review of the Closing and showing the calculation prorations to be completed by a firm of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and public accountants or other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure consulting firm selected by Purchaser to deliver to Seller and approved by Sellers, which approval shall not be unreasonably withheld or delayed (the written report detailing Purchaser’s proposed changes to “Prorations Consultant”), the Final Settlement Statement within sixty (60) days following Purchaser’s receipt scope of the Final Settlement Statement which shall be deemed an acceptance by Purchaser limited to a confirmation of the Final Settlement Statement as submitted by Seller. The parties shall agree final closing adjustments with respect to any item on the changes proposed by PurchaserProration Schedule (or any item omitted therefrom), if anyin accordance with the provisions of Section 5.4 of this Contract; provided, no later than sixty however, that neither Party shall have any obligation to re-adjust any items for any Property unless such items exceed Twenty-Five Thousand Dollars (60$25,000.00) days after Seller receives from Purchaser in magnitude (either individually or in the written report described above containing Purchaser’s proposed changesaggregate) with respect to such Property. If Notwithstanding the Purchaser foregoing, any post-closing adjustments and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement prorations to be determined pursuant to Section 5.4.4 shall be submitted based, to a mutually agreed firm of independent public accountants the extent necessary, on estimates using the most recent and accurate information available at such time. On or before December 15, 2017 (the “Accounting FirmProrations Survival Date”). The determination , any issues arising from a review by Purchaser and Sellers of the prorations review contemplated by this Section 5.5 following the Review Date shall be presented to and determined by the Accounting Firm Prorations Consultant. If such determination necessitates a payment from one party to the other, such payment shall be conclusive made by the obligated party on or before the Prorations Survival Date. All determinations made hereunder by the Prorations Consultant shall be considered final and binding on the parties hereto both Purchaser and shall be enforceable against any party hereto in any court of competent jurisdictionSellers. Any costs Section 5.4 and expenses incurred by the Accounting Firm pursuant to this Section 12.1 5.5 shall be borne by survive until the Seller Prorations Survival Date. During the period from and after Closing through and including the Purchaser equally. The date upon which such agreement is reached or upon which Prorations Survival Date, the Final Purchase Price is established, Trust shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount maintain a liquidity covenant of such difference, or (b) the Final Purchase Price is no less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five Three Million Dollars (5) days of the Final Settlement Date$3,000,000).

Post-Closing Adjustments. As soon as practicable (a) Within one hundred twenty (120) days after the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafter, Seller Buyer shall prepare and deliver to Purchaser the Seller Representative a final settlement statement (the “Final Settlement Closing Date Statement”) setting forth each adjustment or payment that was not finally determined a calculation of Net Working Capital as of the Closing and showing (the calculation of “Actual Net Working Capital”). If the Seller Representative has any objections to the Closing Date Statement, the Seller Representative shall, within ten (10) Business Days after the Seller Representative's receipt thereof (the “Notice Period”), give written notice (the “Objection Notice”) to Buyer specifying in reasonable detail such adjustments objections and the resulting Final Purchase Pricebasis therefor, and calculations which the Seller Representative has determined in good faith are necessary to eliminate such objections. If the Seller Representative does not deliver the Objection Notice within the Notice Period, Buyer's determinations on the Closing Date Statement shall make its workpapers be final, binding and other information available to Purchaser to review conclusive on the Sellers and Buyer. If the Seller Representative provides an Objection Notice within the Notice Period, the Seller Representative and Buyer shall negotiate in order to confirm good faith during the adjustments shown on Seller’s draft. As soon as practicable fifteen (15) Business Day period (the “Resolution Period”) after the date of Buyer's receipt of the Final Settlement Objection Notice to resolve any disputes regarding the Closing Date Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser Sellers and Buyer are unable to resolve all such disputes within the Seller cannot Resolution Period, then agree upon within five (5) Business Days after the Final Settlement Statement, the determination expiration of the amount of the Final Settlement Statement Resolution Period, all unresolved disputes shall be submitted to a mutually agreed firm of independent public accountants third party arbitrator reasonably acceptable to each Party (the “Accounting FirmArbitrator”), who shall be engaged to provide a final, binding and conclusive resolution of all such unresolved disputes within thirty (30) Business Days after such engagement. The Arbitrator shall act as an independent arbitrator to determine, based solely on the presentations by the Seller Representative and Buyer and not by independent review, only those issues that remain in dispute. Upon final resolution of all disputed items, the Arbitrator shall issue a report showing its final calculation of such disputed items. The determination by of the Accounting Firm Arbitrator shall be final, binding and conclusive and binding on the parties hereto Sellers Representative, the Sellers and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs Buyer, and the fees and expenses incurred by of the Accounting Firm pursuant to this Section 12.1 Arbitrator shall be borne by the Seller Sellers and Buyer in proportion to the Purchaser equallyamounts by which their proposals differed from the Arbitrator's final determination. The date upon which such agreement is reached or upon which In connection with the Final Purchase Price is establishedresolution of any dispute, each Party shall pay its own fees and expenses, including without limitation, legal, accounting and consultant fees and expenses. Notwithstanding anything to the contrary in this Agreement, any disputes regarding amounts shown in the Closing Date Statement shall be herein called the “Final Settlement Dateresolved as set forth in this Section 2.2.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) The post-Closing adjustments to the Final Purchase Price AR Payments shall be made as follows (i) if the Actual Net Working Capital is less than the Estimated Final Purchase PriceTarget Net Working Capital, Seller shall pay then the AR Payments then due to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, Sellers shall be within five reduced by an amount equal to the difference between the Estimated Net Working Capital and the Actual Net Working Capital, or (5ii) days of if the Final Settlement DateActual Net Working Capital is greater than the Target Net Working Capital, then the AR Payments then due to the Sellers shall be increased by an amount equal to the difference between the Actual Net Working Capital and Target Net Working Capital.

Post-Closing Adjustments. As soon (a) Not more than ten (10) business days prior to the Closing Date, Seller and Buyer shall, in good faith, using Seller's then available financial information, jointly estimate in accordance with generally accepted accounting principles ("GAAP") applied in a manner consistent with that used by Seller in preparing its historical financial statements, (i) the amount of Seller's Receivables as practicable of such date (the "ESTIMATED RECEIVABLES (ii) the amount of Seller's Payables as of such date (the "ESTIMATED PAYABLES", and (iii) the positive difference, if any, between Estimated Receivables minus Estimated Payables (the "ESTIMATED SURPLUS RECEIVABLES"). If Seller and Buyer cannot agree on such estimates, then such estimates will be the average of their respective good faith determinations. (b) Within twenty-five days after the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafter, Seller shall Buyer will prepare and deliver to Purchaser Seller a final settlement statement (the “Final Settlement Statement”"FINAL STATEMENT) setting forth each adjustment or payment that was not finally determined of (i) the amount of Receivables as of the Closing Date (the "FINAL RECEIVABLES), (ii) the amount of Payables as of the Closing Date (the "FINAL PAYABLES"), (iii) the positive difference, if any, between Final Receivables minus Final Payables (the "FINAL SURPLUS RECEIVABLES"), and showing the calculation (iv) Seller's portion of such adjustments and the resulting Final Purchase PriceSurplus Receivables, if any, which portion shall equal one-half (1/2) of Final Surplus Receivables ("SELLER'S SURPLUS RECEIVABLES"), which statement shall be prepared in accordance with GAAP, applied in a manner consistent with that used by Seller in preparing its historical financial statements. Seller shall make will have a period of five days after its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement StatementStatement to review the same and to notify Buyer of any disputes regarding the same. As part of such review, but in no event later than sixty (60) days thereafterSeller and its advisors will have full access to Buyer's work papers, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt preparers of the Final Settlement Statement and to the books and records on which the Final Statement is based. If Seller notifies Buyer of any dispute within such five day period, then (A) the parties will negotiate in good faith in an effort to resolve such dispute and (B) Buyer's payment obligation under Section 1.04(b) shall be deemed an acceptance by Purchaser of suspended until the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changesdispute is resolved. If the Purchaser parties are unable to resolve such dispute within five days after Buyer receives notice of the same, then either party may submit such dispute to an independent accounting firm of recognized national or regional standing mutually acceptable to Buyer and the Seller for resolution or, if they cannot then agree upon agree, a Big Four accounting firm chosen by lot (after elimination of those Big Four accounting firms having relationships with the Final Settlement Statement, parties) for determination within thirty days after submission of such dispute to such firm. Each of Buyer and Seller will be afforded the opportunity to present to such accounting firm any material related to the determination of and to discuss the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”)determination with such accountants. The determination by the Accounting Firm shall such accounting firm will be conclusive and binding on upon the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdictionparties. Any costs The fees and expenses incurred of such accounting firm will be shared equally by Seller and Buyer. (c) Buyer shall have the Accounting Firm right to assume all or any portion of the Final Payables pursuant to written notice from Buyer to Seller. If Buyer chooses to exercise this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Priceright, Seller shall pay take all reasonable actions requested by Buyer in connection with effectuating this right. (d) To the extent that Final Receivables are determined by Buyer to Purchaser be uncollectible, such uncollectible amounts may be offset by Buyer against payments otherwise owing to Seller hereunder. An amount will be considered "uncollectible" if, after Buyer's reasonable commercial efforts to collect the amount same, it is 150 days past due and, if a reasonable payment arrangements exist, the debtor is not fully complying with those arrangements. (e) Seller shall use all funds provided pursuant to Section 1.04 on the Closing Date and all funds provided subsequent to the Closing Date to satisfy its Payables within thirty (30) days after the Closing Date and shall provide to Buyer proof of such difference, satisfaction. Buyer shall have the right to make any post-Closing payment(s) otherwise due to Seller under this Agreement directly to Seller's creditor(s) for application against Seller's Payables in either event by wire transfer in immediately available funds. Payment by Purchaser or lieu of paying Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty Within thirty (18030) days thereafterafter Closing, Seller shall prepare and deliver to Purchaser Buyer, in accordance with this Agreement and generally accepted accounting principles, a final settlement statement (herein called the “Final Settlement Statement”) ), setting forth each adjustment or payment that was not finally determined as of the Closing or in accordance with this Article I, and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draftadjustments. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser Buyer shall deliver to Seller a written report containing any changes that Purchaser Buyer proposes to make be made to the Final Settlement Statement. Any failure by Purchaser The Parties shall undertake to deliver to Seller the written report detailing Purchaser’s proposed changes agree with respect to the Final Settlement Statement within sixty amounts due pursuant to such post-Closing adjustment no later than ten (6010) days following Purchaserafter Buyer’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event , as a result of the Final Settlement Statement (i) Buyer owes Seller additional monies, Buyer shall pay Seller or to Seller’s account (as designated by Seller) in immediately available federal funds such amount; or (ii) Seller owes Buyer monies, at Buyer’s option, Seller shall either: (a) the Final Purchase Price is more than the Estimated Final Purchase Pricepay Buyer or to Buyer’s account (as designated by Buyer) in immediately available federal funds such amount, Purchaser shall pay to Seller the amount of such difference, or or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the return that amount of such difference, in either event by wire transfer in immediately available fundsshares of Common Stock earlier delivered to Seller based upon the same Common Stock Value Per Share used at Closing that equals that amount due Buyer. Payment by Purchaser or Seller, as the case may be, delivery of shares of Common Stock shall be made within five (5) days of after the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable On or before 120 days after the Closing, but in no event later than one hundred eighty (180) days thereafterSellers with the assistance of Buyer’s staff and with access to such records as necessary, Seller shall prepare and deliver to Purchaser Buyer a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustment, any adjustments previously settled between the Parties, and the resulting Purchase Price as finally adjusted (the “Final Purchase Price”). Seller The Final Settlement Statement shall make its workpapers be adjusted to reflect any Title Defects cured pursuant to Section 5.5, any adjustments for Required Consents that have been obtained under Section 5.8, the outcome of any judicial determination under Section 5.6 that is completed prior to the Final Settlement Date for which the Parties have not settled payment, and other information available any unpaid Taxes that are apportioned to Purchaser periods prior to review in order the Effective Time pursuant to confirm the adjustments shown on Seller’s draftSection 14.1. As soon as practicable after receipt of the Sellers’ proposed Final Settlement Statement, but in no any event later than sixty (60) on or before 15 days thereafterafter receipt of Sellers’ proposed Final Settlement Statement, Purchaser Buyer shall deliver to Seller Sellers a written report containing any changes that Purchaser Buyer proposes to make to the Final Settlement Statement. Any Buyer’s failure by Purchaser to deliver to Seller the Sellers a written report detailing Purchaser’s proposed changes to the proposed Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement by that date shall be deemed an acceptance by Purchaser Buyer of the Final Settlement Statement as submitted by SellerSellers. The parties Parties shall attempt in good faith to agree with respect to the changes proposed by PurchaserBuyer, if any, no later than sixty (60) 15 days after Seller receives from Purchaser receipt by Sellers of Buyer’s comments on the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, established pursuant to Section 13.2 shall be herein called the “Final Settlement Date.” In the event (a) If the Final Purchase Price is more than the Estimated Final Purchase PriceClosing Amount plus the Deposit, Purchaser Buyer shall pay to Seller Sellers the amount of such difference, or (b) difference pursuant to Section 3.1. If the Final Purchase Price is less than the Estimated Final Purchase PriceClosing Amount plus the Deposit, Seller Sellers shall pay to Purchaser Buyer the amount of such difference, in either event . Any such payment by Buyer or Sellers shall be by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be funds within five (5) days of Business Days after the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable (a) Not later than 10 calendar days after the Closing, but in no event later than one hundred eighty Closing Date (180) days thereafterthe "Post-Closing Delivery Date"), Seller shall prepare and deliver to Purchaser a final settlement closing statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined dated as of the Closing Date and showing prepared in accordance with GAAP reflecting the calculation of such adjustments Assets sold and assigned and the resulting liabilities transferred and assumed hereunder as of the Closing Date (the "Final Purchase PriceClosing Statement"). Seller shall make afford Purchaser and its workpapers accountants and other information available to Purchaser attorneys the opportunity to review all work papers and documentation used by Seller in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of preparing the Final Settlement Closing Statement. Within 10 calendar days following the Post-Closing Delivery Date (the actual date being "Adjustment Payment Date"), but in no event later than sixty (60) days thereafter, Seller and Purchaser shall deliver effect the transfer of any funds as may be necessary to Seller a written report containing any reflect changes that Purchaser proposes to make in such assets and liabilities between the Preliminary Closing Statement and the Final Closing Statement together with interest thereon computed from the Closing Date to the Final Settlement StatementAdjustment Payment Date at the applicable Federal Funds Rate. Any failure Adjustments shall be made for all items which would adjust the amount of assets transferred and liabilities assumed, including but not limited to, not-sufficient-funds checks, mis-postings and accounting errors. Without limiting the foregoing, if the balance due on any Branch Loan purchased has been reduced by Seller as a result of a payment by check received prior to the Effective Time, which item is returned after the Closing Date, the asset value represented by the Branch Loan transferred shall be correspondingly increased and an amount in cash equal to such increase shall be paid by Purchaser to deliver to Seller promptly upon demand. (b) In the written report detailing Purchaser’s proposed changes event that a dispute arises as to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of appropriate amounts to be paid to either party on the Final Settlement Statement Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be deemed an acceptance by Purchaser of paid to such other party promptly upon resolution with interest thereon from the Final Settlement Statement as submitted by SellerAdjustment Payment Date to the date paid at the applicable Federal Funds Rate. The parties agree to arbitrate any disputes arising under this subsection (b). Arbitration shall agree with respect to be by single arbitrator experienced in the changes proposed matters at issue and selected by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. In the event the parties cannot then agree upon on an arbitrator, each party shall select an arbitrator and the Final Settlement Statement, the determination of the amount of the Final Settlement Statement two arbitrators shall select a third. The arbitration shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination held in such place in Columbia, South Carolina as may be specified by the Accounting Firm shall be conclusive and binding on the parties hereto arbitrator(s), and shall be enforceable against conducted in accordance with the Commercial Arbitration Rules existing at the date thereof of the American Arbitration Association to the extent not inconsistent with this Agreement. The decision of the arbitrator(s) shall be final and binding as to any party hereto matters submitted, and any judgment thereon promptly shall be satisfied; provided, however, that if necessary, such decision and satisfaction may be enforced by either Purchaser or Seller in any court of competent jurisdictionrecord having jurisdiction over the subject matter or over any of the parties of this Agreement. Any All costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 in connection with any such arbitration proceeding shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon party against which the Final Purchase Price decision is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such differencerendered, or (b) , if no decision is rendered, or if the Final Purchase Price decision is less than the Estimated Final Purchase Pricea compromise, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment equally by Purchaser or as one party and Seller, as the case may be, shall be within five (5) days of the Final Settlement Dateother party.

Post-Closing Adjustments. As soon as practicable Within 120 days after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafterDate, Purchaser shall deliver to Seller the Sellers' Representative a written report containing any changes that certificate (the "Closing Certificate") signed by the President or Chief Financial Officer of Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt providing a compilation of the Final Settlement Statement shall Adjustments to be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm made pursuant to this Section 12.1 2.03, including any changes in the Adjustments used to determine the Purchase Price at Closing, together with a statement of any additional amount owing to either party (the "Adjustment Amount"), a copy of any supporting documents, work papers, Subscriber records and other data relating to such Closing Certificate and such other supporting evidence as the Sellers' Representative may reasonably request either prior to or after delivery thereof. If the Sellers' Representative shall conclude that the Closing Certificate does not accurately reflect the Adjustments to be made to the Base Price in accordance with this Section 2.03 and the Adjustment Amount, the Sellers' Representative shall, within 30 days after their receipt of the Closing Certificate (such 30-day period being referred to as the "Response Period"), deliver to Purchaser a written statement of any discrepancies believed to exist. If the Sellers' Representative fails to so notify Purchaser of any discrepancies, then the calculation of the Purchase Price set forth in the Purchaser's Closing Certificate shall be borne by controlling for all purposes hereof and, on or before the Seller and fifth (5th) day following the expiration of the Response Period, (i) if the Purchaser equally. The date upon which such agreement is reached or upon which obligated to pay the Final Purchase Price is establishedSellers the Adjustment Amount, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to each Seller the amount product of such difference, or (bx) the Final Purchase Price is less than Adjustment Amount and (y) such Seller's Ownership Percentage as determined on the Estimated Final Purchase PriceClosing Date and (ii) if the Sellers are obligated to pay the Purchaser the Adjustment Amount, Seller the Sellers, acting through the Shareholder Representative, shall pay to the Purchaser the amount Adjustment Amount. On or before the fifth day following the earlier to occur of such differencethe expiration of the Response Period and the date Purchaser receives Sellers' Representative's statement of discrepancies, in either event by wire transfer in immediately available funds. Payment by Purchaser or Sellerthe Sellers, as the case may be, shall be pay the portion of the Adjustment Amount, if any, as to which there is no discrepancy (the "Agreed Adjustment Amount") and in accordance with each Seller's Ownership Percentage, if the Agreed Adjustment Amount is owing from the Purchaser. Purchaser and the Sellers' Representative shall use good faith efforts to jointly resolve their discrepancies within five (5) 15 days of Purchaser's receipt of the Sellers' Representative's written statement of discrepancies, which resolution, if achieved, shall be binding upon the Sellers and Purchaser and not subject to further dispute or review. In the event Purchaser and Sellers' Representative are unable to resolve their differences within such fifteen (15) day period, then either party may request that the matter be resolved by Xxxxxx Xxxxxxxx LLP (the "Independent Accountants"). In submitting a dispute to the Independent Accountants, each of the parties shall furnish, at its own expense, the Independent Accountants and the other party with such documents and information as the Independent Accountants may reasonably request. Each party may also furnish to the Independent Accountants such other information and documents as it deems relevant with the appropriate copies and notification being given to the other party. The Independent Accountants may conduct a conference concerning the disagreements between Sellers' Representative and Purchaser at which conference each party shall have the right to present additional documents, material and other evidence and to have present its advisors, accountants and counsel. The Independent Accountants shall promptly render a decision on the issues presented and shall provide the Purchaser and the Sellers' Representative with a statement of the amount owing, taking into account the payment of the Agreed Adjustment Amount (the "Final Adjustment Amount"), and such decision shall be final and binding on the parties. The fees and expenses of the Independent Accountants shall be divided equally between Purchaser, on the one hand, and Sellers, on the other hand. Within 5 days of receipt of the Independent Accountants' decision with respect to such dispute, (i) if Purchaser is determined to owe the Final Settlement DateAdjustment Amount to the Sellers, Purchaser shall pay each Seller the product of (x) the Final Adjustment Amount and (y) such Seller's Ownership Percentage and (ii) if the Sellers are determined to owe an amount to Purchaser, Sellers, acting through the Shareholder Representative, shall pay the Final Adjustment Amount to Purchaser. All amounts owed by Purchaser or Sellers to the other in accordance with this Section 2.03(g) shall be paid by wire transfer of immediately available funds and shall not bear any interest. Any amount due Purchaser from Sellers under this Section 2.03(g) and not paid when due may also be paid from the funds held pursuant to the Escrow Agreement.

Post-Closing Adjustments. As soon as practicable after If and to the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of extent the Closing and showing Equity as calculated in accordance with the calculation Adjusted Closing Balance Sheet exceeds the Closing Equity as calculated in accordance with the Estimated Closing Balance Sheet, then Buyer shall pay an amount equal to such excess (together with interest on such amount, from the Closing Date to the date of payment, at the Reference Rate in effect on such adjustments and date, without compounding) to Seller as an adjustment to the resulting Final Purchase Price. Seller shall make its workpapers If and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller extent that the written report detailing Purchaser’s proposed changes to Closing Equity as calculated in accordance with the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price Adjusted Closing Balance Sheet is less than the Closing Equity as calculated in accordance with the Estimated Final Purchase PriceClosing Balance Sheet, then Seller shall pay an amount equal to Purchaser such shortfall (together with interest on such amount, from the Closing Date to the date of payment, at the Reference Rate in effect on such date, without compounding) to Buyer as an adjustment to the Purchase Price. If the amount of such differencepost-Closing adjustments are agreed to (or deemed agreed to) by Buyer, in either event by wire transfer in immediately available funds. Payment by Purchaser or on the one hand, and Seller, as on the case may beother hand, before or during the Resolution Period, then payment of any adjustment shall be made within five (5) days Business Days after the date of such agreement (or deemed agreement). If there are Unresolved Changes at the end of the Final Settlement DateResolution Period, then (a) the minimum amount which the parties agree is owed pursuant to this Section 2.3.6 shall be paid within five (5) Business Days after the end of the Resolution Period and any additional amounts owing with respect to the Unresolved Changes shall be paid within five (5) Business Days after the resolution thereof by the Neutral Auditors or (b) in all other cases, any and all payments shall be made within five (5) Business Days after the resolution of the Unresolved Changes by the Neutral Auditors. Any payment made to any party pursuant to this Section 2.3.6 shall be (i) net of any obligations identified, as of such date, as owed by such party under Article X of this Agreement and (ii) paid by wire transfer of immediately available funds to a bank account specified by the party to which such payment is owed.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event 3.1. CLOSING DATE COMBINED STATEMENT OF NET ASSETS; WORKING CAPITAL ADJUSTMENT. (a) Not later than one hundred eighty (180) 45 days thereafterfollowing the Closing Date, Seller shall prepare a statement of net assets of the Mass-Market Cigar Business as of the close of business on the Closing Date, which shall include a calculation of Working Capital, Net Property and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined Equipment and Long-Term Debt as of the Closing Date (the "Closing Date Statement of Net Assets"). The Closing Date Statement of Net Assets shall be prepared in accordance with the Accounting Principles applied to the Statement of Net Assets. (b) The Closing Date Statement of Net Assets and showing the calculation of such adjustments the Working Capital, Net Property and Equipment and Long-Term Debt shall be submitted to Purchaser and its independent accountants on or before the 45th day after the Closing Date. If the accountants for Seller and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to accountants for Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree do not reach agreement with respect to the changes proposed by PurchaserClosing Date Statement of Net Assets and the calculation of Working Capital, if any, no later than sixty (60) Net Property and Equipment and Long-Term Debt on or before 30 days after the submission to Purchaser of Seller's proposed Closing Date Statement of Net Assets, another independent accounting firm of national reputation shall be selected and retained by the accountants for Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the and Purchaser and such firm will make a determination of those matters with respect to which the accountants for Seller canand the accountants for Purchaser do not then agree agree, which determination shall be binding on the parties. Such determination shall be made by such other accounting firm on or before the 45th day after such other accounting firm has been so notified. The fees of such other accounting firm will be borne 1/2 by Purchaser 1/2 by Seller. Each of Purchaser and Seller shall bear the fees and expenses of its respective accountants. (c) Working Capital, Net Property and Equipment and Long-Term Debt as calculated in accordance with the procedures set forth in (a) and (b) based upon the Final Settlement Statement, the determination Closing Date Statement of the amount of the Final Settlement Statement Net Assets shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive final and binding on the parties hereto hereto. If (i)(A) Working Capital, plus (B) Net Property and Equipment, less (C) Long-Term Debt (each as so calculated) shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the eventgreater than (ii) (aA) Target Working Capital plus (B) Target Net Property and Equipment, less (C) Target Long-Term Debt (each as reflected on the Final Purchase Price is more than the Estimated Final Purchase PriceStatement of Net Assets) plus (D) $532,000, Purchaser shall shall, within five Business Days of the determination (A) Working Capital plus (B) Net Property and Equipment, less (C) Long-Term Debt (each as so calculated) is less than (ii)(A) Target Working Capital plus (B) Target Net Property and Equipment, less (C) Target Long-Term Debt (each as reflected on the Statement of Net Assets) plus (D) $532,000, Seller shall, within five Business Days of the determination thereof pay to Seller Purchaser, by wire transfer of immediately available funds, the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event (a) No later than one hundred eighty forty-five (18045) days thereafterfollowing the Closing Date, Seller the SP Parties shall prepare and deliver to Purchaser the Retrocessionaire a final settlement detailed statement in the form of Exhibit D hereto (the “Final Settlement Closing Statement”) setting forth the SP Parties’ good faith calculation of the Initial Funds Withheld Account Balance, the Interim Paid UNL, the Roll Forward Premium Adjustment and the Net Premium, each adjustment or payment that was not finally determined as of the Effective Date. (b) The Retrocessionaire shall have forty-five (45) days after its receipt of the Final Closing Statement to review the Final Closing Statement and showing the calculation calculations set forth therein (the “Review Period”). In furtherance of such adjustments review, the SP Parties shall provide the Retrocessionaire and its Representatives with such reasonable access (including in-person and/or virtual access) to the resulting employees and Representatives of the SP Parties and its Affiliates who are responsible for or knowledgeable about the information set forth in the Final Purchase Price. Seller shall make its Closing Statement and to such workpapers and other information available of the SP Parties or any of its Affiliates or independent accountants or actuaries relevant to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt preparation of the Final Settlement StatementClosing Statement that the Retrocessionaire or any of its Representatives may reasonably request; provided that such access does not unreasonably interfere with the conduct of the business of the SP Parties or its Affiliates; provided, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes further that Purchaser proposes the independent accountants and actuaries of the SP Parties will not be obligated to make any work papers available to the Retrocessionaire, unless and until such Retrocessionaire has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants and actuaries, as applicable. If the Retrocessionaire disagrees with the Final Settlement Statement. Any failure by Purchaser to deliver to Seller Closing Statement (including any amount or computation set forth therein), the written report detailing Purchaser’s proposed changes Retrocessionaire may, on or prior to the last day of the Review Period, deliver a notice of disagreement (a “Notice of Disagreement”) to the SP Parties which specifies in reasonable detail each item that the Retrocessionaire in good faith disputes (each, a “Disputed Item”) and the amount in dispute for each such Disputed Item. If the Retrocessionaire does not deliver a Notice of Disagreement prior to the end of the Review Period, then the Initial Funds Withheld Account Balance, the Interim Paid UNL, the Roll Forward Premium Adjustment and the Net Premium shall be deemed to equal the amounts provided in the Final Settlement Closing Statement within sixty and such amounts shall be final, binding and conclusive on the Parties. 1008797259v13 (60c) If a Notice of Disagreement is timely delivered pursuant to Section 2.4(b), the Parties shall, during the fifteen (15) days following Purchaser’s the receipt of such Notice of Disagreement by the Final Settlement Statement shall be deemed an acceptance SP Parties (the “Resolution Period”), endeavor in good faith to reach mutual agreement on the Disputed Items. If, by Purchaser the end of the Final Settlement Statement as submitted by Seller. The parties shall agree Resolution Period, the Parties are unable to reach such agreement with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination all of the amount of Disputed Items, they shall promptly thereafter engage and submit the Final Settlement Statement shall be submitted unresolved Disputed Items (the “Unresolved Items”) to a mutually agreed firm of independent public accountants Ernst & Young LLP (the “Accounting Firm”)) which shall promptly review this Agreement and the Unresolved Items. The Accounting Firm shall issue its written determination with respect to each Unresolved Item and calculate the Initial Funds Withheld Account Balance, the Interim Paid UNL, the Roll Forward Premium Adjustment and the Net Premium on the basis of such determination within thirty (30) days after the Unresolved Items are submitted for review to the Accounting Firm. Each Party shall use commercially reasonable efforts to furnish to the Accounting Firm such work papers, books, records and documents and other information pertaining to the Unresolved Items as the Accounting Firm may request. The determination by of the Accounting Firm shall be final, binding and conclusive and binding on the parties hereto Parties. The fees, expenses and shall be enforceable against any party hereto in any court costs of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm incurred in rendering any determination pursuant to this Section 12.1 2.4 shall be borne split equally between the Parties. (d) Following final resolution of the Initial Funds Withheld Account Balance, the Interim Paid UNL, the Roll Forward Premium Adjustment and the Net Premium, whether by the Seller and the Purchaser equally. The date upon which such agreement is reached absence of timely delivery of Notice of Disagreement or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the eventpursuant to Section 2.4(c): (ai) if the Final Purchase Price is more than Net SP Lloyd’x Xxxxxxx plus the Roll Forward Premium Adjustment under the SP Lloyd’x XXX Xxxeement exceeds the Estimated Final Purchase PriceNet SP Lloyd’x Xxxxxxx plus the Estimated Roll Forward Premium Adjustment under the SP Lloyd’x XXX Xxxeement, Purchaser Sirius International Syndicate 1945 at Lloyd’s shall pay recognize an amount equal to Seller such excess in the amount of such difference, orFunds Withheld Account; (bii) if the Final Purchase Price Net SINT Premium plus the Roll Forward Premium Adjustment under the SINT Business LPT Agreement exceeds the Estimated Net SINT Premium plus the Estimated Roll Forward Premium Adjustment under the SINT Business LPT Agreement, the SP Retrocedent shall recognize an amount equal to such excess in the Funds Withheld Account; (iii) if the Net SP Lloyd’x Xxxxxxx plus the Roll Forward Premium Adjustment under the SP Lloyd’x XXX Xxxeement is less than the Estimated Final Purchase PriceNet SP Lloyd’x Xxxxxxx plus the Estimated Roll Forward Premium Adjustment under the SP Lloyd’x XXX Xxxeement, Seller the SP Lloyd’x Xxxxxxxg Agent shall pay recognize an amount equal to Purchaser such deficit in the Funds Withheld Account; and (iv) if the Net SINT Premium plus the Roll Forward Premium Adjustment under the SINT Business LPT Agreement is less than the Estimated Net SINT Premium plus the Estimated Roll Forward Premium Adjustment under the SINT Business LPT Agreement, the SP Retrocedent shall recognize an amount of equal to such difference, deficit in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement DateFunds Withheld Account.

Post-Closing Adjustments. As soon as practicable after If Washington Group International believes that the ClosingClosing Balance Sheet is inaccurate in respect of any item that relates to the Caterpillar Loan Adjustment, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement the Working Capital Adjustment or the Jamaica Loan Balance (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of "Relevant Items"), whether because the Closing and showing Balance Sheet has not been prepared in accordance with IFRS applied on a basis consistent with the calculation of such adjustments and balance sheets contained in the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty Financial Statements (60) days thereafter, Purchaser shall deliver to Seller a written report containing except for any changes thereto required by IFRS) or otherwise, Washington Group International shall notify Seller of that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement fact within sixty (60) days following Purchaser’s receipt after Closing, specifying the areas of the Final Settlement Statement shall be deemed an acceptance by Purchaser disagreement and providing evidence in support of the Final Settlement Statement as submitted by Sellerits position. The parties shall will attempt to agree with respect on any adjustments to the changes proposed by Purchaser, if any, no later than sixty Relevant Items within thirty (6030) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed notice. In the event that the parties fail to agree in respect of the Relevant Items within such thirty (30) day period, either party may refer the dispute for final determination to PricewaterhouseCoopers or if such designated Person does not accept the assignment, to such other mutually acceptable third party that is an expert in accounting matters and is not affiliated with either Seller or Washington Group International (the "Independent Accounting Firm"). In the absence of mutual agreement on the selection of an Independent Accounting Firm within ten (10) days, either Seller or Buyer may request that the Independent Accounting Firm be appointed by the American Arbitration Association in accordance with applicable rules of the American Arbitration Association. The determination of the Independent Accounting Firm shall be completed within forty-five (45) days following its receipt of the referral under this Section 2.1(e). The Independent Accounting Firm shall not be required to follow any particular rules of procedure, but may adopt such procedures as it, in its sole judgment, shall deem appropriate and expeditious, taking into account the nature of the issues, the amount in dispute and the positions asserted by the parties, it being the intention of the parties to create a flexible, practical and expeditious method for resolving any dispute under this Section 2.1(e); provided that the determination of the Independent Accounting Firm shall be made in accordance with IFRS. The decision of the Independent Accounting Firm shall be final and binding and shall not be subject to review or challenge of any kind. Seller and Washington Group International shall each pay one-half of the fees and disbursements of the Independent Accounting Firm. If the parties' agreement or the Independent Accounting Firm's determination with respect to the Relevant Items pursuant to Section 2.1(e)(i) results in a change in any of the Working Capital Adjustment, the Caterpillar Loan Adjustment or the Jamaica Loan Balance, the Total Agreed Value and the Purchase Price shall be re- calculated to reflect such changes. If the Purchaser and re-calculated Total Agreed Value exceeds the Seller cannot then agree upon Total Agreed Value calculated based on the Final Settlement StatementClosing Balance Sheet, the determination within three (3) Business Days following resolution of the amount of the Final Settlement Statement shall be submitted Relevant Items, (w) subject to a mutually agreed firm of independent public accountants (the “Accounting Firm”Section 2.1(c)(ii). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser Buyer shall pay to Seller the amount of such difference, or by wire transfer of immediately available funds to an account specified in writing by Seller, and (bx) Seller shall deliver to Buyer documentation reasonably satisfactory to Buyer evidencing the Final Purchase Price release of BMT from any Liability in respect of the Jamaica Loan. If the re-calculated Total Agreed Value is less than the Estimated Final Purchase PriceTotal Agreed Value calculated based on the Closing Balance Sheet, within three (3) Business Days following resolution of the Relevant Items, Seller shall pay to Purchaser (y) the amount of such difference, in either event by wire transfer in of immediately available funds. Payment funds to an account specified in writing by Purchaser or SellerWashington Group International, as and (z) deliver to Buyer documentation reasonably satisfactory to Buyer evidencing the case may be, shall be within five (5) days release of BMT from any Liability in respect of the Final Settlement Jamaica Loan. If the parties' agreement or the Independent Accounting Firm's determination with respect to the Relevant Items pursuant to Section 2.1(e)(i) does not result in a change in the Total Agreed Value, then promptly following resolution of the Relevant Items, Seller shall deliver to Buyer documentation reasonably satisfactory to Buyer evidencing the release of BMT from any Liability in respect of the Jamaica Loan. For avoidance of doubt, a change in the Jamaica Loan Balance alone pursuant to Section 2.1(e)(i) will not result in any payment by Washington Group International or Seller pursuant to this Section 2.1(e)(ii) or any payment by BMT pursuant to Section 2.1(c)(ii). For purposes of calculating the Closing Inventory Adjustment, Closing Inventory (A) has been valued as follows: (1) with respect to spare parts owned by BMT as of March 31, 2006, at the value reflected on the balance sheet included in the March Financial Statements, and (2) with respect to spare parts acquired after March 31, 2006, at the acquisition cost; and (B) based on the inventory count jointly conducted by the parties prior to the Closing, is agreed to have the value indicated for "Inventory" on the Closing Balance Sheet. The parties acknowledge and agree that spare parts owned by BMT as of the Closing Date, but that are not suitable for use in the Ordinary Course of Business with vehicles or other equipment used by BMT in its mining operations as of the Closing Date (including vehicles and other equipment that as of the Closing Date are scheduled to be deployed by BMT following the Closing Date) (spare parts that are not so suitable, "Obsolete Inventory"), have been written down to zero for purposes of the Closing Balance Sheet.

Post-Closing Adjustments. Seller and Purchaser acknowledge that the amount of all adjustments to the Purchase Price under Section 2.2 may not be available prior to the Closing. As soon as practicable after the Closing, but in no any event later than one hundred eighty within ninety (18090) days thereafterafter the Closing, Seller Purchaser shall cause HHOC to prepare and deliver submit to Purchaser Seller a final settlement statement (containing adjustments to the “Final Settlement Statement”) setting forth each adjustment or payment Purchase Price contemplated by the provisions of Section 2.2 that was were not finally determined as of the Closing (the "Final Settlement Statement") and showing such supporting documentation as is reasonably necessary to support the adjustments shown therein. Purchaser shall cause HHOC to give representatives of Seller reasonable access to the premises of HHOC and to the books and records of HHOC for purposes of reviewing the calculation of any such adjustments and will cause appropriate personnel of HHOC to assist Seller and representatives of Seller, at no cost to Seller, in verification of such calculations. The Final Settlement Statement shall become final and binding on Seller and Purchaser as to the resulting calculation of the Adjusted Purchase Price forty five (45) days following the date the Final Purchase Price. Settlement Statement is received by Seller, except to the extent that, prior to the expiration of such forty five (45) day period, Seller shall make its workpapers and other information available deliver to Purchaser notice, as hereinafter required, of its disagreement with the contents of the Final Settlement Statement. Such notice shall be in writing and set forth all disagreements of Seller with respect to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt any portion of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing together with any changes that thereto proposed by Seller, and shall include an explanation in reasonable detail of, and such supporting documentation as is reasonably necessary to support, such changes. If Seller has timely delivered such a notice of disagreement to Purchaser, then, upon written agreement between Purchaser proposes to make to the Final Settlement Statement. Any failure by and Seller resolving all disagreements of Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of set forth in such notice, the Final Settlement Statement shall be deemed an acceptance by become final and binding upon Purchaser and Sellers as to the calculation of the Adjusted Purchase Price. If the Final Settlement Statement as submitted has not become final and binding by the seventy fifth (75th) day following its receipt by Seller, then Purchaser or Seller may submit to a nationally-recognized firm of certified public accountants which neither serves as the auditors for nor provides consulting services to HHOC or any Seller or Purchaser or such other independent public accounting firm mutually satisfactory to Seller and Purchaser for resolution any unresolved disagreements of Seller set forth in the notice from Seller to Purchaser. The parties fees and expenses of such accounting firm in making such determination shall agree with respect to the changes proposed be shared equally by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement StatementSeller. Upon resolution of such unresolved disagreements of Seller, the determination of the amount of the Final Settlement Statement (including any revisions thereto as are so resolved or agreed) shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive conclusive, final and binding on upon Purchaser and Seller as to the parties hereto and shall be enforceable against any party hereto in any court calculation of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Adjusted Purchase Price, Purchaser shall pay . Payment of any net amount due to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or SellerPurchaser, as the case may be, on the basis thereof shall be made within five (5) days of after the Final Settlement Statement (as so resolved or agreed) becomes final and binding on the parties hereto (the "Final Settlement Date").

Post-Closing Adjustments. (a) As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser Buyer, in accordance with this Agreement and generally accepted accounting principles, a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Selleradjustments. The parties shall undertake to agree with respect to the changes proposed by Purchaser, if any, amounts due pursuant to such post-Closing adjustment no later than sixty (60) 90 days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changesClosing (the "Final Settlement Date"). If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm Purchase Price as finally adjusted pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price 8.1 is more than the Estimated Final Purchase Priceamount paid by Buyer at the Closing, Purchaser Buyer shall pay to Seller in immediately available funds the amount of such difference, or (b) . If the Final Purchase Price as so adjusted is less than the Estimated Final Purchase Priceamount paid by Buyer at the Closing, Seller shall pay to Purchaser Buyer in immediately available funds the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser Buyer or Seller shall be made within five days after the date agreement is reached with respect to all amounts due pursuant to the post-Closing adjustment. (b) Notwithstanding Section 8.1(a), the proration of ad valorem taxes, if any, made at the Closing pursuant to Section 2.4(c) shall be final as between the Parties, and after Closing, Buyer shall bear and pay all taxes applicable to the Assigned Interest in the Interests for production occurring after the Effective Time, and shall indemnify Seller from and against all liability thereof. (c) Any revenues received or costs and expenses paid by Buyer after the Final Settlement Date which are attributable to the Assigned Interest in the Interests prior to the Effective Time shall be billed or reimbursed to Seller, as appropriate. Any revenues received or costs and expenses paid by Seller after the case may beFinal Settlement Date which are attributable to Seller's Percentage Interest in the Interests after the Effective Time, and not expressly reserved by Seller, shall be within five (5) days of the Final Settlement Datebilled or reimbursed to Buyer, as appropriate.

Post-Closing Adjustments. (a) As soon promptly as practicable after the Closing, but in no event later than one hundred eighty ninety (18090) days thereafterafter the Closing Date, Seller Buyer shall prepare in good faith and deliver to Purchaser the Representative a final settlement written statement (the “Final Settlement Post-Closing Adjustment Statement”) setting forth each adjustment or payment that was not finally determined as Buyer’s calculation of (i) the Closing Consideration, including the Closing Net Working Capital Adjustment, Closing Indebtedness, Closing Cash, Equity Holder Expenses and showing the Post-Closing Adjustment Amount, and (ii) the Blocker Seller Closing Consideration, including the Closing Blocker Indebtedness, Closing Blocker Cash and the Post-Closing Blocker Adjustment Amount, which in each case of (i) and (ii) shall be calculated on a basis consistent with this Agreement, including, as applicable, Exhibit A and include reasonable supporting detail to evidence the calculation of such adjustments the amounts contained therein; provided, that, Buyer may elect not to deliver a Post-Closing Adjustment Statement, in which case the Final Closing Consideration and Final Blocker Seller Closing Consideration (each as finally determined pursuant to this Section 3.02) shall be deemed to equal the Closing Consideration and the Blocker Seller Closing Consideration. The Post-Closing Adjustment Statement will be prepared without giving effect to any financing obtained or to be obtained by Buyer or any of its Affiliates (including, following the Closing, the Company) in connection herewith or any other transaction entered into by Buyer or any of its Affiliates (including, following the Closing, the Company) in connection with the consummation of the transactions contemplated hereby. The Post-Closing Adjustment Statement will entirely disregard (i) any purchase accounting or similar adjustments resulting Final Purchase Pricefrom the consummation of the transactions contemplated by this Agreement, (ii) any of the plans, transactions, or changes (including in accounting, Inventory or Tax practices) that Buyer or any of its Affiliates intends to initiate or make or cause to be initiated or made after the Closing Date with respect to the Company, its assets or its business and (iii) any facts or circumstances that are unique or particular to Buyer or any of its Affiliates or any of their respective assets or liabilities. Seller If Buyer does not deliver the Post-Closing Adjustment Statement to the Representative within such 90-day period, then Buyer shall be deemed to have accepted the Estimated Statement and the Company’s calculations set forth on the Estimated Statement, which shall be conclusive, final and binding on all of the parties for all purposes hereunder. (b) Following delivery of the Post-Closing Adjustment Statement, Buyer shall (i) permit the Representative and its representatives to have reasonable access to, and to make its workpapers copies of, the books, records and other information available documents (including work papers, schedules, financial statements, memoranda, etc.) of the Company with respect to Purchaser the Post-Closing Adjustment Statement and shall reasonably cooperate with the Representative in seeking to obtain work papers from Buyer pertaining to or used in connection with the preparation of the Post-Closing Adjustment Statement and provide the Representative with copies thereof (as reasonably requested by the Representative) and (ii) provide the Representative and its representatives access (during normal business hours, upon reasonable advance notice and without material interference to the operations of the Company or Buyer) to the employees and accountants of Buyer and the Company as reasonably requested by the Representative, in each case, for the purpose of enabling the Representative to calculate and to review in order to confirm the adjustments shown on SellerXxxxx’s draft. As soon as practicable after receipt calculation of the Final Settlement Post-Closing Adjustment Amount and Post-Closing Blocker Adjustment Amount. Following the Closing, Buyer will, and will cause the Company to, preserve intact the accounting books and records on which the Post-Closing Adjustment Statement is to be based. If the Representative disagrees with any item in the Post-Closing Adjustment Statement or its calculation of the Post-Closing Adjustment Amount and/or the Post-Closing Blocker Adjustment Amount as set forth on the Post-Closing Adjustment Statement, but in no event later than sixty the Representative shall, within forty-five (6045) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to after the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following PurchaserRepresentative’s receipt of the Final Settlement Post-Closing Adjustment Statement, notify Buyer in writing of such disagreement (an “Objection Notice”) (it being understood and agreed that if Xxxxx fails to provide the access described in the first sentence of this Section 3.02(b), then such forty-five (45) day period shall be extended for an additional period of time until such access is provided and the Representative has had a reasonable opportunity to review the requested books, records and other documents and to prepare and submit the Objection Notice). The Objection Notice shall specify which aspects of the Post-Closing Adjustment Statement are being disputed and describe the basis for such dispute in reasonable detail. If the Representative does not deliver an Objection Notice within such forty-five (45) day period (as it may be extended as contemplated by the immediately preceding sentence), then the Representative shall be deemed an acceptance by Purchaser to have accepted the Post-Closing Adjustment Statement and Buyer’s calculations set forth on the Post-Closing Adjustment Statement, which shall be conclusive, final and binding on all of the Final Settlement Statement parties for all purposes hereunder. If an Objection Notice is delivered to Buyer, then Buyer and the Representative shall negotiate in good faith to resolve the disputed items set forth in the Objection Notice, and the Post-Closing Adjustment Amount and the Post-Closing Blocker Adjustment Amount, as submitted by Sellerapplicable, and any such resolution shall be conclusive, final and binding on all of the parties. The parties shall agree In the event that Xxxxx and the Representative are unable to resolve the disagreement with respect to the changes proposed by Purchaser, if any, no later than sixty any disputed item within thirty (6030) days after Seller receives from Purchaser the written report described above containing PurchaserXxxxx’s proposed changes. If the Purchaser receipt of such Objection Notice (or such longer period as Buyer and the Seller cannot then Representative may agree upon in writing (email of counsel being sufficient for such purpose)), Ernst & Young LLP, and if Ernst & Young LLP is unable or unwilling to serve, a nationally recognized certified public accounting firm as is reasonably acceptable to Buyer and the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants Representative (the “Accounting Firm”) will be retained by Xxxxx and the Representative to make a final determination of the remaining disputed items and the Post-Closing Adjustment Amount and the Post-Closing Blocker Adjustment Amount, as applicable. (c) Xxxxx and the Representative will each execute a customary engagement letter with respect to the engagement of the Accounting Firm. If resolution of the final disputed items and the Post-Closing Adjustment Amount and the Post-Closing Blocker Adjustment Amount, as applicable, is submitted to the Accounting Firm, then (x) the Representative will deliver to the Accounting Firm the Objection Notice, (y) Buyer will deliver to the Accounting Firm the Post-Closing Adjustment Statement and (z) each of Buyer and the Representative will submit a supporting brief to the Accounting Firm, each within ten Business Days of retaining the Accounting Firm. Each of Buyer and the Representative may make an oral presentation to the Accounting Firm (in which case Buyer or the Representative, as applicable, will provide prompt prior notice of such presentation to the other party, which party will be entitled to attend or have a representative attend such presentation). The determination by Accounting Firm will be given reasonable access to the records of Buyer and the Company related to the remaining disputed items and the Post-Closing Adjustment Amount and the Post-Closing Blocker Adjustment Amount, as applicable. Buyer and the Representative shall use commercially reasonable efforts to cause the Accounting Firm shall be conclusive to resolve the remaining disputed items and binding on the parties hereto Post-Closing Adjustment Amount and shall be enforceable against any party hereto the Post-Closing Blocker Adjustment Amount, as applicable, as soon as practicable, but in any court of competent jurisdiction. Any costs and expenses incurred by event shall direct the Accounting Firm pursuant to this Section 12.1 render a determination within thirty (30) days after its retention. The Accounting Firm shall be borne by the Seller consider only those items and amounts in Buyer’s and the Purchaser equallyRepresentative’s respective calculations of the Post-Closing Adjustment Amount and the Post-Closing Blocker Adjustment Amount, as applicable, that are identified as being items and amounts to which Buyer and the Representative have been unable to agree. The date upon which such agreement is reached or upon which In resolving any disputed item, the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more Accounting Firm may not assign a value to any item greater than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of greatest value for such difference, or (b) the Final Purchase Price is item claimed by either party or less than the Estimated Final Purchase Price, Seller shall pay to Purchaser smallest value for such item claimed by either party in the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser Post-Closing Adjustment Statement or Sellerthe Objection Notice, as the case may be. The Accounting Firm’s determination of the remaining disputed items and the Post-Closing Adjustment Amount and the Post-Closing Blocker Adjustment Amount, as applicable shall be within five based solely on written materials submitted by Buyer and the Representative (5i.e., not on independent review) days and on the definitions set forth in, and on a basis consistent with, this Agreement, including as applicable, Exhibit A. The determination of the Accounting Firm shall be conclusive, final and binding upon the parties hereto and shall not be subject to appeal or further review (other than with respect to errors in arithmetic calculations). The “Final Settlement DateStatement” shall mean either (i) the Post-Closing Adjustment Statement as finally determined pursuant to this Section 3.02 (whether due to the Representative’s failure to deliver an Objection Notice, agreement or deemed agreement by Xxxxx and the Representative or a determination by the Accounting Firm) or (ii) if Buyer does not deliver the Post-Closing Adjustment Statement to the Representative within the 45-day period set forth in Section 3.02(a), the Estimated Statement.

Post-Closing Adjustments. As soon as practicable after After the Closing, but Seller and Buyer ------------------------- shall make available to each other all accounting records necessary for Seller to prepare within 120 days of Closing, in no event later than one hundred eighty (180) days thereafteraccordance with this Agreement, Seller shall prepare and deliver to Purchaser a final settlement statement (the “"Final Settlement Statement”") setting forth each adjustment or payment that which was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draftadjustments. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser Buyer shall deliver to Seller a written report containing any changes that Purchaser which Buyer proposes to make be made to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall undertake to agree with respect to the changes proposed by Purchaser, if any, amounts due pursuant to such post-closing adjustment no later than sixty one hundred fifty (60150) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changesClosing. If such post-closing adjustment has not been agreed to within one hundred fifty (150) days after the Purchaser and the Seller cannot then agree upon the Final Settlement StatementClosing, the determination of the amount of the Final Settlement Statement shall be submitted either party may seek to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against enforce any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equallyrights it claims hereunder. The date upon which such agreement is reached or upon which the Final Purchase Price is these adjustments are established, shall be herein called referred to as the “"Final Settlement Date.” " The net sums due shall be referred to herein as the "Final Settlement Amount." In the event event that (ai) the Final Purchase Price Settlement Amount is more than the Estimated Final Purchase PricePreliminary Amount, Purchaser Buyer shall pay deliver to Seller or to Seller's account by wire transfer the amount of such differencedifference in readily available U.S. funds as directed by Seller, or or (bii) the Final Purchase Price Settlement Amount is less than the Estimated Final Purchase PricePreliminary Amount, Seller shall pay deliver to Purchaser Buyer's account by wire transfer the amount of such difference, difference in either event readily available U.S. funds as directed by wire transfer in immediately available fundsBuyer. Payment by Purchaser or Seller, as the case may be, The payment required hereby shall be made within five (5) days after the Final Settlement Date. To the extent not accounted for in the computation of the Final Settlement DateAmount, all uncollected accounts receivable attributable to the Interests accruing on or after the Effective Time shall be assigned to Buyer.

Post-Closing Adjustments. As soon Within 90 days after the Effective Date, Buyer shall prepare a statement as practicable after of the Effective Date (the “Closing Statement”) containing Buyer’s determination of Prepaid Revenues (calculated as of the close of business on the Effective Date and in accordance with GAAP), Indebtedness outstanding as of immediately prior to the Closing, but and Seller Prepaid Expenses (calculated as of the close of business on the Effective Date and in no event accordance with GAAP), and Buyer’s calculation of the Adjustment Amount. Seller will have 30 days after it receives the Closing Statement (the “Review Period”) to notify Buyer in writing whether it agrees with the Closing Statement. If Seller notifies Buyer that it agrees with, or if Seller does not respond to, the Closing Statement within the Review Period, then the Closing Statement will be deemed agreed and will be conclusive, final and binding on the Parties. If Seller notifies Buyer in writing within the Review Period that it does not agree with the Closing Statement, which notice must include the amount of and basis for the disagreement and supporting documentation (the “Dispute Notice”), then Seller and Buyer shall negotiate in good faith to resolve the disagreement, and any matters in the Dispute Notice that are resolved in writing by Seller and Buyer will be conclusive, final and binding on the Parties. Any portion of the Closing Statement that is not disputed in the Dispute Notice will be deemed agreed and will be conclusive, final and binding on the Parties. If Seller and Buyer do not resolve all of the matters in the Dispute Notice within 30 days (or such longer period as they agree) then they shall submit the remaining unresolved matters (the “Open Matters”) to a nationally recognized independent accounting firm that they mutually select (the “Independent Accountant”) for resolution. If Open Matters are submitted to the Independent Accountant, (i) Seller and Buyer shall provide to the Independent Accountant such documents and information relating to the Open Matters as the Independent Accountant reasonably requests and will have the opportunity to present the Open Matters to the Independent Accountant (and copies of any materials provided by any Party to the Independent Accountant shall be delivered concurrently to the other Party); (ii) the Independent Accountant shall consider only the Open Matters, shall base its determination solely on the materials submitted by Seller and Buyer and this Section 3(c) and related definitions (and not on an independent review) and may not assign a value to any item greater than the greatest value or less than the smallest value claimed by the Parties in the Closing Statement or the Dispute Notice; (iii) Seller and Buyer shall instruct the Independent Accountant to provide a written determination of the Open Matters within 60 days of their submission, and such determination will be conclusive, final and binding on the Parties (except in the case of manifest error or fraud); (iv) Seller and Buyer shall each pay 50% of the fees and costs of the Independent Accountant; and (v) the Independent Accountant shall act as an expert, not as an arbitrator, in determining the Open Matters. No later than one hundred eighty (1805 business days following the final agreement or determination of the Adjustment Amount pursuant to this Section 3(c) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement StatementAdjustment Amount”), the following payments shall be made: (A) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of if the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price Closing Payment is less than the Estimated Final Purchase PriceClosing Payment, Seller shall pay to Purchaser Buyer cash in an amount equal to the amount difference between the Estimated Closing Payment and the Final Closing Payment (provided that Buyer has the option to instead retain all or any portion of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as amount from the case may be, shall be within five Holdback Amount); and (5B) days of if the Final Settlement DateClosing Payment is greater than the Estimated Closing Payment, Buyer shall pay to Seller cash in an amount equal to the difference between the Final Closing Payment and the Estimated Closing Payment. Any amount paid pursuant to this Section 3(c) will be treated as an adjustment to the purchase price for tax reporting purposes.

Post-Closing Adjustments. As soon as practicable after To the Closing, but extent of any error in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such any apportionments or adjustments under this Agreement, and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt extent of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree any subsequent calculations with respect to the changes proposed Property required by Purchaserthis Article IV, if anyincluding but not by way of limitation, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination year end "true up" of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event escalations: (a) Purchaser and Seller shall correct the Final Purchase Price is more than error and/or adjust for the Estimated Final Purchase Pricesubsequent calculation or variance, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Purchaser and Seller shall pay re-apportion or re-adjust the incorrect item promptly following the discovery of the error or the making of the subsequent calculation or variance, and (c) Purchaser shall make an appropriate payment to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser Seller or SellerSeller shall make an appropriate payment to Purchaser, as the case may be, outside of Escrow based on such re-apportionment or re-adjustment, within ten (10) Business Days of obtaining knowledge of such error or of other facts resulting in subsequent calculations of prorations. On or before March 15, 2004, Purchaser shall prepare a preliminary post-closing reconciliation report and statement with satisfactory itemization and explanation. On or before April 15, 2004, Purchaser and Seller shall agree upon a final post-closing reconciliation statement and Purchaser or Seller, as applicable, shall make any final post-closing payment as shown on such statement. Seller shall have the right to audit the books and records of Purchaser, Property LLC, Manager LLC and Member LLC in connection with its review of the post-reconciliation report proposed by Purchaser. The cost of such audit shall be within five (5) days borne by Seller unless such audit reveals a discrepancy in Seller's favor by more than $100,000 in the aggregate amount of the Final Settlement Datepost-reconciliation report proposed by Purchaser, in which case the cost of the audit shall be borne by Purchaser. For purposes of these post-closing adjustments, any rent or payment actually collected under the Space Leases after Closing which is designated as to any particular period and is required under applicable law to be applied to such period shall be applied to such period. All other rent under Space Leases collected after Closing which is applicable to any period prior to the month in which the Closing occurs shall be applied first to the month of the Closing, then to rent accruing and due and payable after the month of Closing, then to rent accruing prior to the month in which Closing occurs. Purchaser shall use commercially reasonable efforts to collect rents delinquent at Closing which apply to the period prior to month in which the Closing occurs.

Post-Closing Adjustments. As soon as practicable (a) Buyer shall have until the date 30 days after delivery of the Closing, but Draft Closing Date Financial Statements pursuant to Section 2.7(b) to notify Sellers in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver writing of any objection to Purchaser a final settlement statement its content (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting FirmObjection Notice”). The determination Objection Notice shall include a reasonably-detailed description of each objection set forth therein (each such objection, an “Objection”). If Buyer delivers the Objection Notice within the 30-day review period, Sellers and Buyer shall promptly meet and work diligently and in good faith to reach an agreement as to the resolution of each Objection. If Sellers and Buyer are unable to reach an agreement regarding each Objection within 15 days after the end of the Buyer’s 30-day review period, then Buyer shall promptly retain an independent accountant from a nationally-reputable accounting firm, the identity of whom shall be subject to Sellers’ approval, such approval not be unreasonably withheld (the “Independent Accountant”). The Independent Accountant shall be retained solely for the purpose of resolving, within 30 days of appointment, each Objection that Buyer and Sellers were unable to resolve, although the Independent Accountant shall have the right to review any materials and matters that the Independent Accountant reasonably believes to be necessary to review to resolve the disputed Objection(s). In resolving any Objection, the Independent Accountant may not assign a value to such item greater than the greatest value for such item claimed by either party, or less then the lowest value claimed by either party, in each case as presented to the Independent Accountant. (b) If the parties submit any unresolved Objections to the Independent Accountant for resolution as provided in this Section 4.7, then the party with whom the Independent Accountant least agrees (measured by the Accounting Firm difference between the Company Working Capital (as defined below) determined by the Independent Accountant and that proposed by Sellers on one part and Buyer on the other) shall be conclusive responsible for the fees and expenses of the Independent Accountant. The determination of the Independent Accountant shall be final and binding on the parties hereto and Buyer shall be enforceable against revise the Draft Closing Date Balance Sheet as appropriate to reflect the resolution of any party hereto in any court objections (whether by agreement of competent jurisdiction. Any costs and expenses incurred the parties or a determination by the Accounting Firm Independent Accountant) thereto pursuant to this Section 12.1 shall be borne by 4.7 (the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is establishedDraft Closing Balance Sheet as so revised, shall be herein called the “Final Settlement Date.” In Closing Date Balance Sheet”). For the event (aavoidance of doubt, if Buyer shall fail to deliver timely an Objection Notice in accordance with Section 4.7(a) above, then the Buyer shall be deemed to have waived any objection to the Draft Closing Date Balance Sheet and the Draft Closing Date Balance Sheet shall be deemed to constitute the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement DateClosing Date Balance Sheet.

Post-Closing Adjustments. As soon as practicable (a) Not later than ten (10) calendar days after the Closing, but in no event later than one hundred eighty Effective Time (180) days thereafterthe "Post-Closing Balance Sheet Delivery Date"), Seller shall prepare in good faith and deliver to Purchaser (i) a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined preliminary balance sheet, dated as of the Effective Time and prepared in accordance with GAAP reflecting the Assets sold and assigned and the Deposit Liabilities transferred and assumed hereunder, in the form of Exhibit 1.2(d) (the "Preliminary Post-Closing Balance Sheet") and showing (ii) a duly completed and executed certificate of a vice president or more senior officer of Seller to the calculation effect that such Preliminary Post-Closing Balance Sheet has been prepared in accordance with the requirements of this Agreement. (b) The Purchaser shall have ten (10) calendar days to review the Preliminary Post-Closing Balance Sheet and shall be entitled to make reasonable inquiries with respect thereto of Seller and to have access to all work papers and documentation used by Seller in preparing the Preliminary Post-Closing Balance Sheet. In the event of any objection concerning the Preliminary Post-Closing Balance Sheet (or the computation or determination of any item or amount in accordance with the terms of this Agreement), Purchaser may notify Seller in writing thereof at any time prior to the end of such adjustments ten (10) calendar-day period specifying in reasonable detail the objection and the resulting basis therefor. In the event there is no notice of an objection within such period, the entire Preliminary Post-Closing Balance Sheet shall be deemed to be the Final Purchase PricePost-Closing Balance Sheet for purposes of this Agreement. (c) In the event there is a notice of objection within such ten (10) calendar-day period, Seller and Purchaser agree to negotiate in good faith to promptly resolve any such objection(s). Any written resolution by Seller and Purchaser as to any objections shall make its workpapers be final, binding, conclusive, and other information available nonappealable for all purposes under this Agreement. In the event Seller and Purchaser shall resolve all objections set forth in the above-referenced notice (as evidenced in writing in accordance with the previous sentence), the Preliminary Post-Closing Balance Sheet shall be adjusted to reflect any such resolution of objections and then shall be deemed to be the Final Post-Closing Balance Sheet. (d) With respect to any objection described in Section 2.3(c), if Seller and Purchaser have not resolved all such objections (as evidenced in writing in accordance Section 2.3(c)) on or prior to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable twenty (20) calendar days after Purchaser's receipt of the Final Settlement Statementnotice described in Section 2.3(b), but in no event later than sixty then Seller and Purchaser shall, on or immediately after such day, submit any remaining objections to Ernst & Young LLP (60) days thereafter"E&Y"), Purchaser shall deliver or if E&Y will not agree to Seller a written report containing any changes that Purchaser proposes to make to perform the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaserservices provided for herein, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed such other internationally recognized firm of independent public accountants (the “Accounting "CPA Firm”") mutually agreed upon between Seller and Purchaser or, if such agreement is not made promptly, mutually agreed upon between the accountants of Seller and Purchaser. The CPA Firm shall, acting as experts in accounting and not as arbitrators and only with respect to the remaining disputed items, determine whether any adjustment is required to the determination of the Adjustment. The CPA Firm shall cause such determination to be made consistently with the applicable terms of this Agreement. The CPA Firm shall provide the Parties hereto with a draft of its determination, and shall provide the Parties an opportunity to comment on the draft determination before it is finalized. The Parties shall request the CPA Firm to render its determination within forty-five (45) calendar days of its engagement, and such determination shall be binding and conclusive on the Parties hereto. After such CPA Firm renders its determination, the Preliminary Post-Closing Balance Sheet, as adjusted by the CPA Firm, shall be deemed to be the Final Post-Closing Balance Sheet for all purposes of this Agreement and an Adjustment shall be paid in accordance with Section 2.2(e). The determination by fees and expenses of the Accounting CPA Firm shall be conclusive and binding shared by Seller, on the parties hereto one hand, and shall be enforceable against any party hereto Purchaser, on the other, pro rata based upon the amount by which the CPA Firm's determination is in any court favor of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the each of Seller and Purchaser, respectively, in relation to the Purchaser equally. The date upon which total amount subject to such agreement is reached or upon which objections. (e) Within ten (10) calendar days after the Final Purchase Price Post-Closing Balance Sheet is establishedprepared or deemed prepared (the "Adjustment Payment Date"), shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Seller and Purchaser shall pay effect the transfer of any funds as may be necessary to Seller reflect agreed upon changes in such Assets and Deposit Liabilities between the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.Pre-

Post-Closing Adjustments. As soon (A) Except for mathematical mistakes in the calculation of any proration or any other mistake of fact or mutual mistake in connection with any Prorated Items, the proration (i) for Property Taxes shall be final as practicable after provided in Section 15.4 hereof and (ii) for all other Prorated Items other than Property Taxes (the Closing, but “Remaining (B) A final determination of post-Closing adjustments for the Remaining Prorated Items shall be made in no event later than one hundred eighty (180) days thereafter, good faith by Seller and shall prepare and deliver to Purchaser be set forth in a final settlement statement (the “Final Proration Settlement Statement”) setting forth prepared by Seller and delivered to Buyer not later than one hundred twenty (120) days after the Closing. The final accounting for each adjustment or payment that was not finally Remaining Prorated Item shall be determined using the final, actual amount of such Remaining Prorated Item for the period of time prorated, and the Proration Settlement Statement shall (i) contain all information reasonably necessary to support the final accounting and (ii) be certified by an authorized officer of Seller to be true, correct and complete as of the Closing date thereof. If the final, actual amount for any Remaining Prorated Item is not available at the time of the preparation and showing delivery of the calculation of such adjustments and the resulting Final Purchase Price. Proration Settlement Statement, Seller shall make its workpapers so advise Buyer, and Seller shall provide a separate Proration Settlement Statement for any such Remaining Prorated Items within a reasonable time after the final, actual amounts become available. (C) The Party owing any amounts (“Payor”) on the Proration Settlement Statement shall pay all such amounts to the other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable Party (“Payee”) within fifteen (15) days after Buyer's receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Proration Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes amounts owing pursuant to the Final Proration Settlement Statement and not paid within such fifteen (15) day period shall bear interest from the Closing until paid at the rate specified in Section 20.6. (D) If either Buyer or Seller discovers or determines within sixty (60) days following Purchaser’s after the Closing Date that any proration made as of the Closing Date was mathematically incorrect when made or that any other mistake of fact or mutual mistake occurred with respect to any proration, then the discovering Party shall notify the other Party in writing of any such mistake and provide such other Party with all information reasonably necessary to give notice of any mistake with specificity. The Payor owing any undisputed amounts necessary to correct any mistake shall pay the Payee promptly. (1) If the Party receiving such notice does not agree with the discovering Party, then such Party shall notify the discovering Party of its objections within thirty (30) days after its receipt of the Final Settlement Statement notice of mistake from discovering party. (2) With respect to any disputed amounts, the Parties shall reasonably attempt to resolve the dispute within a reasonable amount of time but no later than forty-five (45) days after the receipt of the discovering party's notice by the other party. If the parties fail to resolve the dispute in the specified time, then the foregoing determination shall be made by a partner or manager or representative of a major U.S. accounting firm acceptable to Seller and Buyer (an “Acceptable Accountant”), which determination shall be final and conclusive. For purposes of making the foregoing determination, a certified public accountant who is also a partner in one of the following accounting firms shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by SellerAcceptable Accountant: KPMG, Deloitte Touche Tohmatsu, or Ernst & Young. The parties shall agree with respect Notwithstanding anything to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto contrary in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 3.6(D), any current auditor of any Affiliate of Buyer or Seller that is a publicly traded company (including Chevron) shall not be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall deemed to be herein called the “Final Settlement Datean Acceptable Accountant.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable after (i) Following the Closing, but Purchaser shall in no event good faith prepare or cause to be prepared, and deliver to Seller, a proposed statement based on the unaudited consolidated balance sheet of Seller as of the Determination Time (without giving effect to the consummation of the Closing) (the “Closing Balance Sheet”) which sets forth Purchaser’s proposed calculations of (i) the Cash, (ii) the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Special Adjustment, (v) the Deferred Revenue Adjustment and (vi) the Aggregate Consideration based on such amounts (the proposed Closing Balance Sheet and the proposed calculations set forth in items (i) through (vi) above collectively, the “Closing Statements”). The Closing Statements shall (A) include reasonable supporting documentation for the estimates and calculations contained therein (together with any additional information reasonably requested by Seller), (B) be calculated as of the Determination Time, and (C) be prepared in accordance with the Accounting Principles. Purchaser shall deliver the Closing Statements to Seller not later than one hundred eighty 60 days after the Closing Date. Seller will give Purchaser reasonable access to any records in Seller’s possession requested by Purchaser in order to prepare the Closing Statements. (180ii) days thereafterPurchaser will give Seller reasonable access to any computations and workpapers used in connection with the preparation of the Closing Statements. If Purchaser employs a firm of independent accountants in connection with the preparation of the Closing Statements, Purchaser shall cause such independent accountants to give reasonable access to Seller to any computations and workpapers used in the preparation of the Closing Statements subject, in the case of accountants’ workpapers, to execution of a customary confidentiality agreement by Seller if required by such independent accountants. Purchaser will also give Seller and its representatives access, during the normal business hours of the Companies, to all personnel, books and records of the Companies as reasonably requested by Seller to assist it in the preparation of Seller’s Dispute Notice (as defined below). Seller and its representatives shall prepare be permitted to ask questions of and receive answers from Purchaser and the Companies and request such other books and records of the Companies as is reasonably requested by Seller to assist it in the review of the Closing Statements. Seller will deliver to Purchaser a final settlement statement written notice duly executed by an officer of Seller (the “Final Settlement StatementSeller’s Dispute Notice”) setting forth each adjustment or payment within 20 days after receiving the Closing Statements if Seller believes that was not finally determined as Purchaser’s calculation of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement StatementCash, the determination of Net Working Capital Adjustment, the amount of Closing Date Funded Indebtedness, the Final Settlement Statement Special Adjustment, the Deferred Revenue Adjustment, or the Aggregate Consideration (A) has not been prepared in accordance with the Accounting Principles or this Section 2.04 or (B) is not mathematically correct, which notice shall be submitted to a mutually agreed firm of independent public accountants set forth in reasonable detail all disputed items, the basis for such disagreement, the dollar amounts involved (the “Accounting FirmDisputed Items”). The determination by ) and Seller’s calculation of the Accounting Firm shall be conclusive and binding on Cash, the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by Net Working Capital Adjustment, the Accounting Firm pursuant to this Section 12.1 shall be borne by Closing Date Funded Indebtedness, the Seller and Special Adjustment, the Purchaser equally. The date upon which such agreement is reached Deferred Revenue Adjustment or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or SellerAggregate Consideration, as the case may be. Seller will give Purchaser reasonable access to any computations and workpapers used by Seller or its accountants in connection with the review of the Closing Statement or the preparation of Seller’s Dispute Notice, subject, in the case of accountants’ workpapers, to execution of a customary access agreement by Purchaser if required by such accountants. Purchaser and its representatives shall be permitted to ask questions of and receive answers from Seller and request such other books and records of Seller relating to Seller as is reasonably requested by Purchaser to assist it in the review of Seller’s Dispute Notice. If Seller’s Dispute Notice is not received by Purchaser within five (5) days such 20-day period, the Closing Statements shall be deemed to have been accepted and approved by Seller and shall thereafter be final and binding upon Seller and Purchaser for purposes of any post-Closing adjustment pursuant to this Section 2.04. In addition, to the extent any portion of the Closing Statements shall not be expressly objected to in Seller’s Dispute Notice, such portion(s) shall be deemed to have been accepted and approved by Seller and Purchaser and shall be final and binding upon Seller and Purchaser for purposes of any post-Closing adjustment pursuant to this Section 2.04. If Seller timely delivers a Seller’s Dispute Notice within such 20-day period, then the Disputed Items shall not thereafter be final and binding until resolved in accordance with Section 2.04(c). The “Final Settlement DateStatement” shall mean the calculation of the Aggregate Consideration using the Closing Statements, provided that, if any of such Closing Statements are objected to by Seller, the final determination of such Closing Statements pursuant to Section 2.04(c) shall be used in the Final Statement.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than On or before one hundred eighty and twenty (180120) days thereafterafter Closing, Seller shall prepare and deliver to Purchaser Buyer a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of to the Closing and showing the calculation of such adjustments and the resulting Final Adjusted Purchase PricePrice in accordance with Section 3 above. Seller shall make its workpapers prepare the Final Settlement Statement in accordance with this Agreement and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draftwith GAAP. As soon as practicable On or before fifteen (15) days after receipt of the Final Settlement Statement, Buyer shall have the right, but in no event later than sixty (60) days thereafternot the obligation, Purchaser shall to deliver to Seller a written report containing notice of any changes that Purchaser proposes objections by Buyer to make to any adjustments in the Final Settlement Statement. Any failure by Purchaser Buyer’s notice shall describe in detail any objectionable adjustments and include supporting documentation. If Buyer fails to deliver to Seller written notice of such objections within said time period, the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of adjustments in the Final Settlement Statement shall be deemed an acceptance by Purchaser of conclusively to be final and binding upon the Parties. If Buyer delivers written objections within said time period, the Final Settlement Statement as submitted by Seller. The parties shall agree be deemed conclusively to be final and binding with respect to the changes proposed by Purchaser, if any, no later all adjustments other than sixty those specifically described in Buyer’s written objections. Buyer and Seller shall use their reasonable efforts in good faith to confer and resolve any objections on or before fifteen (6015) days after Seller receives from Purchaser the written report described above containing PurchaserSeller’s proposed changesreceipt of Buyer’s notice of objections. If Buyer and Seller resolve all objections, the Purchaser adjusted Final Settlement Statement and the Seller canAdjusted Purchase Price shall be deemed conclusively to be final and binding upon the Parties. Any adjustments not then agree upon resolved within said 15-day time period shall be resolved pursuant to this Section 9. In such case, each Party will within ten (10) Business Days from the expiration of the 15-day time period deliver to each other and the arbitrator (who shall be a mutually acceptable independent accounting firm with recognized expertise in the oil and gas business) a notice setting forth in reasonable detail the amount and calculation of the adjustments to the proposed Final Settlement Statement and their proposed Adjusted Purchase Price. Within ten (10) Business Days after receiving such notices, such accounting firm shall choose the Adjusted Purchase Price from one of the notices and will in no way be empowered to choose a different value. With respect to any adjustments in the Final Settlement Statement, the determination of the amount of the Final “Settlement Statement Date” shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which adjustments are deemed final and binding hereunder. If the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Adjusted Purchase Price is more than the Estimated Final Purchase PricePreliminary Amount, Purchaser Buyer shall pay to Seller the amount of such difference, or (b) . If the Final Adjusted Purchase Price is less than the Estimated Final Purchase PricePreliminary Amount, Seller shall pay to Purchaser Buyer the amount of such difference, in either event . Any such payment by Buyer or Seller hereunder shall be paid by wire transfer in immediately available funds. Payment by Purchaser funds on or Seller, as the case may be, shall be within before five (5) days of after the Final Settlement Date.

Post-Closing Adjustments. (a) As soon promptly as practicable after the Closing, but the Selling Members and Buyer shall cause the Company to prepare, in no event later than one hundred eighty (180) days thereafteraccordance with the Closing Balance Sheet Principles and otherwise in conformity with GAAP, Seller shall prepare applied on a basis consistent with the Annual Financial Statements, and deliver to Purchaser the Selling Members and Buyer, a final settlement statement balance sheet of the Company (which shall give effect to the “Final Settlement Statement”Consolidation Transactions at book value) setting forth each adjustment or payment that was not finally determined as of the close of business on the date immediately preceding the Closing Date (the "Preliminary Closing Balance Sheet") and showing the its calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon total shareholders equity as practicable after receipt of the close of business on the date immediately preceding the Closing Date ("Final Settlement StatementShareholders Equity"); provided, but however, that in determining Final Shareholders Equity there shall be no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing reserve or accrual for any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance liabilities not assumed by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect Company pursuant to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”Section 10.2(d). The determination by cost of preparing the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 Preliminary Closing Balance Sheet shall be borne by the Seller Company and the Purchaser equally. The date upon which such agreement is reached or upon which the shall not be accrued as a liability in determining Final Purchase Price is established, shall be herein called the “Final Settlement DateShareholders Equity.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) Buyer and Gage shall each have thirty (30) days following delivery of the Preliminary Closing Balance Sheet during which to notify the other of any dispute of any item contained in the Preliminary Closing Balance Sheet, which notice shall set forth in reasonable detail the basis for such dispute. If either party fails to notify the other of any dispute within such 30-day period, the Preliminary Closing Balance Sheet shall be deemed to be the "Final Closing Balance Sheet." Buyer and the Selling Members shall cooperate in good faith to resolve any dispute as promptly as possible, and upon such resolution, the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, Closing Balance Sheet shall be within five (5) days prepared in accordance with the agreement of Buyer and the Final Settlement DateSelling Members.

Post-Closing Adjustments. As soon Following the conclusive determination of the Actual Working Capital as practicable after set forth in Section 1(e)(v) (such amount as so determined, the Closing“Final Working Capital”), but the Actual Indebtedness as set forth in no event later than one hundred eighty Section 1(e)(v) (180such amount as so determined, the “Final Indebtedness”), the Actual Transaction Expenses as set forth in Section 1(e)(v) days thereafter(such amount as so determined, Seller the “Final Transaction Expenses”) and the Actual Cash as set forth in Section 1(e)(v) (such amount as so determined, the “Final Cash”), the Closing Cash Consideration shall prepare be recalculated by substituting the Final Working Capital for the Estimated Working Capital, the Final Indebtedness for the Estimated Indebtedness, the Final Transaction Expenses for the Estimated Transaction Expenses and deliver to Purchaser a final settlement statement the Final Cash for the Estimated Cash (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting FirmCash Consideration”). The determination by If (x) the Accounting Firm Final Cash Consideration is greater than the Closing Cash Consideration, then (A) the Companies shall pay to each Seller in an amount equal to such Seller’s Pro Rata Share the difference between the Closing Cash Consideration and the Final Cash Consideration and (B) the funds remaining in the Escrow Amount shall be conclusive released to each Seller in an amount equal to such Seller’s Pro Rata Share and binding on (y) the parties hereto and Closing Cash Consideration is greater than the Final Cash Consideration, then (A) such amount shall be enforceable against paid from the Escrow Amount to Buyer (with any party hereto shortfall that exceeds the Escrow Amount to come from the Sellers severally and not jointly in any court of competent jurisdiction. Any costs accordance with each Seller’s Pro Rata Share), and expenses incurred by (B) the Accounting Firm pursuant funds remaining (if any) in the Escrow Amount, after giving effect to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is establishedclause (A), shall be herein called the “Final Settlement Date.” In the event (areleased to each Seller in an amount equal to such Seller’s Pro Rata Share. Any payment required to be made by this Section 1(e)(iii) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Datemade as provided in Section 1(e)(iv).

Post-Closing Adjustments. As soon as practicable Within 120 days after the ClosingEffective Date, but Buyer shall prepare a statement as of the Effective Date (the “Closing Statement”) containing Buyer’s good faith determination of (A) Cash and Working Capital (each calculated as of the close of business on the Effective Date), (B) Indebtedness and Transaction Expenses (each calculated as of the close of business on the Effective Date), (C) Buyer’s calculation of the Collected Accounts Receivable, and (D) Buyer’s calculation of the Adjustment Amount, which Closing Statement shall have been prepared by Buyer using accounting principles, practices and methods consistent with those used in no event preparing the Financial Statements and determining the Target Working Capital and calculated in a manner consistent with Exhibit A. Seller will have 45 days after it receives the Closing Statement (the “Review Period”) to notify Buyer in writing whether it agrees with the Closing Statement. If Seller notifies Buyer that it agrees with, or if Seller does not send a Dispute Notice with respect to, the Closing Statement within the Review Period, then the Closing Statement will be deemed agreed and will be conclusive, final and binding on the Parties. If Seller notifies Buyer in writing within the Review Period that it does not agree with the Closing Statement, which notice must include the amount of and basis for the disagreement and supporting documentation (the “Dispute Notice”), then Seller and Buyer shall negotiate in good faith to resolve the disagreement, and any matters in the Dispute Notice that are resolved in writing by Seller and Buyer will be conclusive, final and binding on the Parties. Any portion of the Closing Statement that is not disputed in the Dispute Notice will be deemed agreed and will be conclusive, final and binding on the Parties. If Seller and Buyer do not resolve all of the matters in the Dispute Notice within 30 days after Buyer receives the Dispute Notice (or such longer period as they agree) then they shall submit the remaining unresolved matters (the “Open Matters”) to the Independent Accountant for resolution. If Open Matters are submitted to the Independent Accountant, (i) Seller and Buyer shall provide to the Independent Accountant such documents and information relating to the Open Matters as the Independent Accountant reasonably requests and will have the opportunity to present the Open Matters to the Independent Accountant (and copies of any materials provided by any Party to the Independent Accountant shall be delivered concurrently to the other Parties); (ii) the Independent Accountant shall consider only the Open Matters, shall base its determination solely on the materials submitted by Seller and Buyer and this Section 3(b) and related definitions (and not on an independent review) and may not assign a value to any item greater than the greatest value or less than the smallest value claimed by the Parties in the Closing Statement or the Dispute Notice; (iii) Seller and Buyer shall instruct the Independent Accountant to provide a written determination of the Open Matters within 60 days of their submission, and such determination will be conclusive, final and binding on the Parties (except in the case of manifest error or fraud); (iv) Seller and Buyer shall each pay 50% of the fees and costs of the Independent Accountant; and (v) the Independent Accountant shall act as an expert, not as an arbitrator, in determining the Open Matters. No later than one hundred eighty (1805 business days following the final agreement or determination of the Adjustment Amount pursuant to this Section 3(b) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement StatementAdjustment Amount”), the following payments shall be made: (A) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of if the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price Closing Payment is less than the Estimated Final Purchase PriceClosing Payment, Seller shall pay to Purchaser Buyer cash in an amount equal to the amount of such difference, in either event by wire transfer in immediately available funds. difference between the Estimated Closing Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of and the Final Settlement Date.Closing Payment; and (B) if the Final Closing Payment is greater than the 10

Post-Closing Adjustments. As soon as practicable (a) Cedant shall, on or before the date that is forty-five (45) calendar days after the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser Reinsurer: (i) the Final Closing Settlement Statements with respect to the Reinsured Policies showing any changes to the Pro Forma Closing Settlement Statements; and (ii) a final settlement statement certification of the chief financial officer of Cedant (or other officer acceptable to Reinsurer) that the “Closing Date Reserves and all other items appearing on the Final Closing Settlement Statement”) setting forth each adjustment or payment that was not finally Statements were: determined by Cedant as of the applicable Effective Date with respect to Closing Date Reserves, as of the Closing Date with respect to interest and showing as of the calculation end of such adjustments the month immediately prior to the closing Date with respect to amounts due under Reinsurance Agreement No. 1; based upon the Books and Records of Cedant; and calculated in a manner consistent with Cedant SAP and with the resulting Final Purchase Pricemethodologies utilized in preparing Cedant’s September 30, 1999 Quarterly Statement. Seller Reinsurer shall make its workpapers and other information available to Purchaser have the right to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable Final Closing Settlement Statements and comment thereon for a period of forty-five (45) calendar days after receipt of thereof. If Reinsurer and Cedant are unable to agree on the manner in which any item or items should be treated in either Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Closing Settlement Statement within sixty (60) days following Purchaser’s receipt such 45-day period, Cedant and Reinsurer shall prepare separate written reports of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser such item or items and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted refer such reports to a qualified third party accountant or actuary, as appropriate, mutually agreed firm of independent public accountants acceptable to Reinsurer and Cedant (the “Accounting FirmThird Party Consultant”)) within ten (10) Business Days after the expiration of such 45- day period. The determination Third Party Consultant shall determine within ten (I 0) Business Days the manner in which each such item or items shall be treated in the Final Closing Settlement Statement; provided, however, that the dollar amount of each item in dispute shall be determined within the range of dollar amounts proposed by Cedant and Reinsurer. The determinations by the Accounting Firm Third Party Consultant as to the items in dispute shall be conclusive made in writing and binding on reflected in the parties hereto Final Closing Settlement Statement and shall be enforceable against any party hereto have the same preclusive effect for all purposes as if such determination had been embodied in any a final judgment, no longer subject to appeal, entered by a court of competent jurisdiction, and either party may petition a court having jurisdiction over the parties and subject matter to reduce such determination to final judgment. Any The fees, costs and expenses incurred of retaining the Third Party Consultant shall be allocated by the Accounting Firm Third Party Consultant between Cedant and Reinsurer in accordance with the Third Party Consultant’s judgment as to the relative merits of the parties’ proposals in respect of the disputed items. (b) Any post-Closing adjustments made necessary due to differences between the Pro Forma Closing Settlement Statement and the Final Closing Settlement Statement, once finalized pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established2.02(a) hereof, shall be herein called the “Final Settlement Date.” In the eventmade as provided below: (ai) If the total value of the securities transferred to Reinsurer at the Closing plus the amount of any cash transferred to Reinsurer at the Closing is less than the Net Settlement Amount reflected on the Final Purchase Price Closing Settlement Statement, Cedant shall transfer to Reinsurer within five (5) Business Days after the Final Closing Settlement Statement is more than the Estimated Final Purchase Pricefinalized, Purchaser shall pay additional cash or securities acceptable to Seller Reinsurer equal to the amount of such difference, ortogether with interest thereon from and including the Closing Date to, but not including the date of, such transfer computed at a rate equal to LIBOR as of the Closing Date. (bii) If the total value of the securities listed on Schedule 2.01(c)(iii) transferred to Reinsurer at the Closing plus the amount of any cash transferred to the Reinsurer at the Closing is more than the Net Settlement Amount reflected on the Final Purchase Price Closing Settlement Statement, Reinsurer shall transfer to Cedant, within five (5) Business Days after the Final Closing Settlement Statement is less than the Estimated Final Purchase Pricefinalized, Seller shall pay cash or securities acceptable to Purchaser Reinsurer equal to the amount of such difference, in either event by wire together with interest thereon from and including the Closing Date to, but not including the date of, such transfer in immediately available funds. Payment by Purchaser or Seller, computed at a rate equal to LIBOR as the case may be, shall be within five (5) days of the Final Settlement Closing Date.