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 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 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 (a) The Initial Sale Price shall be determined after the ClosingClosing Date as follows: (i) 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 a final settlement statement the Buyer the Draft Statement of Working Capital and Fixed Assets. The Seller shall prepare the Draft Statement of Working Capital and Fixed Assets setting forth the Working Capital and Fixed Assets of the Business as of the close of business on the Closing Date (the “"Book Value"), which shall be prepared in accordance with the books and records of the Seller in respect of the Business and shall be based upon an unaudited balance sheet as of that date that is prepared in accordance with GAAP Consistently Applied. Seller acknowledges and agrees that Buyer desires that the foregoing balance sheet be audited by Ernst & Young LLP, and agrees to cooperate with Ernst & Young LLP's audit of the balance sheet, including by providing to Ernst & Young LLP a signed management representation letter with respect thereto in the form customarily requested and obtained by Ernst & Young LLP. A physical inventory shall be conducted by the Seller consistent with past practice on or no more than three days before the Closing Date for the purpose of assisting in the preparation of the Draft Statement of Working Capital and Fixed Assets, and the Buyer and their respective independent auditors shall have the right to observe the taking of such physical inventory. (ii) The Buyer shall deliver to the Seller, by the Objection Deadline Date, either a notice indicating that the Buyer accepts the Draft Statement of Working Capital and Fixed Assets or a detailed statement describing its objections (if any) to the Draft Statement of Working Capital and Fixed Assets. If the Buyer delivers to the Seller a notice accepting the Draft Statement of Working Capital and Fixed Assets, or the Buyer does not deliver a written objection to the Draft Statement of Working Capital and Fixed Assets 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 Statement of Working Capital and Fixed Assets shall be deemed to be the Final Settlement Statement”Closing Balance Sheet. If the Buyer timely objects to the Draft Statement of Working Capital and Fixed Assets, in accordance with this Section 1.6(a), such objections shall be resolved as follows: (1) The Buyer and the Seller shall first use Reasonable Best Efforts to resolve such objections. (2) If the Buyer and the Seller do not reach a resolution of all objections set forth on the Buyer's statement of objections within 30 days after delivery of such statement of objections, any remaining disagreements shall be referred to the chief financial officers of Rolls-Royce plc and FastenTech (each of whom may designate another senior officer of such company to hear such dispute), who shall use reasonable efforts to resolve such objections. (3) If all objections set forth on the Buyer's statement of objections have not been resolved within 30 days after the referral of such objections to the senior officers designated in or pursuant to Section 1.6(a)(ii)(B), the Buyer and the Seller shall, within 30 days following the expiration of such 30-day period, engage the Accountant, pursuant to an engagement agreement executed by the Buyer, the Seller, and the Accountant, to resolve any remaining objections set forth on the Buyer's statement of objections (the "Unresolved Objections"). (4) The Buyer and the Seller shall jointly submit to the Accountant, within 10 days after the date of the engagement of the Accountant (as evidenced by the date of the engagement agreement), a copy of the Draft Statement of Working Capital and Fixed Assets, 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 and by the senior officers designated in or pursuant to Section 1.6(a)(ii)(B). 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 45 days after the date of the engagement of the Accountant, a memorandum (which may include supporting exhibits) setting forth each adjustment or payment that was not finally determined as their respective positions on the Unresolved Objections. Each of the Closing and showing the calculation of such adjustments Buyer and the resulting Final Purchase Price. Seller may (but shall make its workpapers and not be required to) submit to the Accountant (with a copy delivered to the other information available to Purchaser to review in order to confirm Party on the adjustments shown on Seller’s draft. As soon as practicable same day), within 60 days after receipt the date of the Final Settlement Statementengagement of the Accountant, 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 memorandum responding to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes initial memorandum submitted to the Final Settlement 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 resolving any Unresolved Objections, the Accountant (i) shall be bound by the principles set forth in this Section 1.6, (ii) shall further limit its review to whether the Draft Statement within sixty of Working Capital and Fixed Assets contained mathematical errors and was calculated in accordance with this Section 1.6 and (60iii) shall not assign a value to any item greater than the greatest value for such item claimed by any party or less than the smallest value for such item claimed by either party. (5) Within 90 days following Purchaser’s receipt 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 that shall include a balance sheet, comprised of the Final Settlement Draft Statement of Working Capital and Fixed Assets 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 an acceptance to be the Final Closing Balance Sheet. (6) The resolution by Purchaser the Accountant 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 Unresolved Objections shall be conclusive and binding on upon the parties hereto Buyer and the Seller. The Buyer and the Seller agree that the procedure set forth in this Section 1.6(a) for resolving disputes with respect to the Draft Statement of Working Capital and Fixed Assets shall be enforceable against the sole and exclusive method for resolving any party hereto such disputes; provided that this provision shall not prohibit either Party from instituting litigation in any court to enforce the ruling of competent jurisdiction. Any costs the Accountant. (7) The Buyer and the Seller shall share the fees and expenses incurred by of the Accounting Firm pursuant to this Section 12.1 Accountant based upon what portion of the changes called for in the Buyer's statement of objections are reflected in the Final Closing Balance Sheet, as follows: (1) the Buyer shall be borne by responsible for an amount equal to 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 total amount of such differencefees and expenses multiplied by a fraction, orthe numerator of which is the excess (if any) of (w) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (x) the Book Value as shown on the Final Closing Balance Sheet, and the denominator of which is the excess of (y) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all of the changes called for in the Buyer's statement of objections) over (z) the Book Value as shown on the Draft Statement of Working Capital and Fixed Assets (after adjusting the Draft Statement of Working Capital and Fixed Assets to reflect all changes to the Book Value requested by Buyer, except the Unresolved Objections); and (2) the Seller shall be responsible for the balance of such fees and expenses. (b) Upon completion of the Final Purchase Price Closing Balance Sheet, the "Initial Sale Price" shall be determined as follows: (i) if the Book Value as shown on the Final Closing Balance Sheet is less than Estimated Closing Book Value, the Initial Sale Price shall be decreased by such difference; and (ii) if the Book Value as shown on the Final Closing Balance Sheet exceeds the Estimated Closing Book Value, the Initial Sale Price shall be increased by such excess amount. The cumulative net adjustment to the aggregate Purchase Price pursuant to clauses (i) through (ii) above, whether positive or negative, is the "Final Purchase Adjustment Amount." (c) Within 10 business days after the Final Closing Balance Sheet becomes final and binding upon the Parties (i) if the Final Adjustment Amount results in an increase in the Initial Sale Price, the Buyer shall make a cash payment to the Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment funds to an account or accounts designated in writing by Purchaser or the Seller, as and (ii) if the Final Adjustment Amount results in a decrease in the Initial Sale Price, the Seller shall make a cash payment to the Buyer by wire transfer in immediately available funds to an account or accounts designated in writing by the Buyer, in either case may beunder clause (i) or (ii) of this Section 1.6(c), shall be within in an amount equal to the sum of (X) the Final Adjustment Amount and (Y) interest thereon at a rate equal to five percent (5%) days per annum calculated from and including the Closing Date to, but not including, the date of the Final Settlement Datepayment.

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. 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 The Sub 1 Consideration, the REIT Consideration and the Sub 2 Consideration (the “Adjustable 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 Sub 1, Sub 2 and the REIT (the “Adjustable Contributors”) a final settlement statement setting forth a calculation of the aggregate Net Working Capital of the Initial Property Owners and the Gibralt Initial Property Owner (as defined in the Gibralt 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 the Adjustable Contributors’ 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 the Adjustable Contributors’ delivery of a written notice to the Operating Partnership of its approval of the Closing Date Net Working Capital; (b) the failure of the Adjustable Contributors 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 the Adjustable Contributors disagree with the Closing Date Net Working Capital, the Adjustable Contributors 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 the Adjustable Contributor’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 the Adjustable Contributors disagree 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 The Adjustable Contributors 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 the Adjustable Contributors do 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 the Adjustable Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), if anythe Operating Partnership and the Adjustable Contributors 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 the Adjustable Contributors 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 the Seller cannot then agree upon Adjustable Contributors shall submit their respective determinations and calculations and 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, the Adjustable Contributors 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 the Adjustable Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 12.1 1.02(b): (A) The Operating Partnership and the Adjustable Contributors shall be borne execute any agreement required by the Seller Independent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (B) The Operating Partnership and the Purchaser equally. The date upon which such Adjustable Contributors shall each bear one-half of the fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement is reached referred to above may require the Parties to be bound jointly and severally to the Independent Accounting Firm for those fees and costs, and in the event Operating Partnership 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 Adjustable Contributors pay to Seller the Independent Accounting Firm any amount in excess of such differenceone-half of the fees and costs of its engagement, or (bthe other Party(ies) agree(s) to reimburse Operating Partnership and 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 SellerAdjustable Contributors, 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 the Adjustable Contributors with respect to the fees and costs of the Final Settlement DateIndependent Accounting Firm.

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 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 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. (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 (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 (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(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) 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 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 (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, 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 (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 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 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 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 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 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. 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. 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) 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 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. 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 after the Closing, but in no any event later than one hundred eighty within ninety (18090) days thereafterafter the Closing, Purchaser shall cause HHOC to prepare and submit to each Seller a statement, substantially in the form of Exhibit A (the "Final Settlement Statement"), containing adjustments to the Purchase Price contemplated by the provisions of Section 2.2 and the resulting Adjustment Amount for each Seller, together with such supporting documentation as is reasonably necessary to support the adjustments shown therein. Purchaser shall cause HHOC to give representatives of each 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 each Seller and representatives of any Seller, at no cost to such Seller, in verification of such calculations. The Final Settlement Statement shall become final and binding on Sellers and Purchaser as to the calculation of the Adjusted Purchase Price forty five (45) days following the date the Final Settlement Statement is received by Sellers, except to the extent that, prior to the expiration of such forty five (45) day period, any Seller shall prepare and deliver to Purchaser a final settlement statement (notice, as hereinafter required, of its disagreement with the “contents of the Final Settlement Statement”) setting . Such notice shall be in writing and set forth each adjustment or payment that was not finally determined as all disagreements of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. any Seller shall make its workpapers and other information available with respect to Purchaser 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 such Seller, and shall include an explanation in reasonable detail of, and such supporting documentation as is reasonably necessary to support, such changes. If any 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 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 and Sellers resolving all disagreements 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 has not become final and binding by the seventy fifth (75th) day following its receipt by Sellers, then Purchaser or Sellers may submit to a nationally-recognized firm of certified public accountants which neither serves as submitted by Sellerthe auditors for nor provides consulting services to HHOC or any Sellers or Purchaser or such other independent public accounting firm mutually satisfactory to Sellers and Purchaser for resolution any unresolved disagreements of Sellers set forth in the notice from Sellers 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 anyon the onehand, no later than sixty (60) days after Seller receives from Purchaser and Sellers, on the written report described above containing other. Upon resolution of such unresolved disagreements of 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 (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 Sellers 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 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 of any net amount due to Sellers 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. As soon The Initial Purchase Price is based on the Company having Working Capital (as practicable after defined below) of $0 (the Closing"TARGET WORKING CAPITAL"). Any difference between the Target Working Capital and the Working Capital shall be an adjustment to the Initial Purchase Price (the "POST-CLOSING ADJUSTMENT"). The Adjusted Purchase Price shall be the Initial Purchase Price adjusted by the Post-Closing Adjustment, but in no the following manner: in the event later that the Working Capital is greater than one hundred eighty (180) days thereafterthe Target Working Capital, the Adjusted Purchase Price shall be equal to the Initial Purchase Price plus the Post-Closing Adjustment, and Purchaser shall pay the amount of the Post-Closing Adjustment to Seller and in the event that the Working Capital is less than the Target Working Capital, the Adjusted Purchase Price shall be equal to the Initial Purchase Price minus the Post-Closing Adjustment, and Seller shall prepare pay the amount of the Post-Closing Adjustment to Purchaser, in each case calculated in accordance with the provisions of Section 1.5 of this Agreement. Any such payments shall be made within two (2) business days following agreement by Purchaser and deliver Seller on the Working Capital Calculation Statement (as defined in Section 1.5). "WORKING CAPITAL" means the Company's current assets (excluding any current asset for which a current liability was incurred to Purchaser a final settlement statement acquire such asset provided such current liability is excluded from current liabilities in the calculation of Working Capital) minus its current liabilities (excluding any current Liability representing capital lease obligations or indebtedness incurred to finance capital expenditures identified on Section 4.1 of the “Final Settlement Statement”Seller Disclosure Schedule) setting forth each adjustment or payment that was not finally determined as of the Closing and showing Date determined in accordance with United States generally accepted accounting principles ("GAAP"). For purposes of the calculation of such adjustments and Working Capital hereunder, the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review remaining balance (as calculated in order to confirm the adjustments shown on Seller’s draft. As soon accordance with GAAP) 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 Closing Date of the Final Settlement Statement accrued lease restructuring reserve reflected on the balance sheet of the Company as of July 31, 2003 shall be deemed an acceptance by Purchaser of the Final Settlement Statement treated 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 Datecurrent liability.” 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 (a) For the purpose of this Agreement, the "Net Book Value" shall be the amount by which the aggregate book amount of the total assets of Target, as practicable after determined in accordance with this Section 4.5 and as shown on the ClosingClosing Balance Sheet (as hereinafter defined in Section 4.5(b)) exceeds the aggregate book amount of the total liabilities of Target, but as determined in no event later than one hundred eighty accordance with this Section 4.5 and as shown on the Closing Balance Sheet. With regard to the valuation of inventory in determining Net Book Value, Parent personnel will independently determine line item valuation on the basis of the lesser of cost or market value and commit to said valuation prior to Closing which shall not be subject to change during the post-closing audit. (180b) days thereafter, Seller The Net Book Value shall prepare be determined in U.S. Dollars from statements of total assets and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined total liabilities of Target as of the date of Closing and showing (The "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared by Shareholders. (c) The Closing Balance Sheet shall be prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") applied on a basis consistent with those applied in 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 preparation of the Final Settlement Statement, but Financial Statements as defined in no event later than sixty Section 5.3(d) hereof (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 extent that the principles applied in the preparation thereof were in accordance with GAAP). (d) Shareholders shall use their best efforts to deliver cause the Closing Balance Sheet to Seller the written report detailing Purchaser’s proposed changes be delivered 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, Parent no later than five (5) days after Closing. (e) Parent shall have sixty (60) days after Seller receives from Purchaser receipt by it of the written report described above containing Purchaser’s proposed changesClosing Balance Sheet (the "Dispute Period") to have the accounting firm of Ernst & Young ("Accountant") conduct an audit and dispute any of the elements of such Closing Balance Sheet (a "Dispute"). If Parent does not give written notice of a Dispute (a "Dispute Notice") to Shareholders within the Purchaser Dispute Period, such Closing Balance Sheet shall be deemed to have been accepted by Parent in the form in which it was delivered by Shareholders and shall be final and binding upon the parties in the absence of fraud or manifest error and the Seller canEscrow Agent shall immediately release the Merger Consideration to the Shareholders. In the event Parent does not then agree with any amount or element reflected on the Closing Balance Sheet, based upon the Final Settlement Statementaforesaid audit, Parent shall give the Shareholders, and the Escrow Agent written notice thereof within such 60 day period and the Escrow Agent shall continue to hold the Merger Consideration escrow. Such written notice shall include a copy of the Accountant's determination of the Dispute and shall constitute a written demand by Parent for the amount set forth in Section 4.5(f) hereof. Following delivery of Sub Notice, the Final Settlement Statement Shareholders shall have twenty (20) days to notify Parent and the Escrow Agent that they dispute the Accountant's determination. In the event the Shareholders deliver such a Notice, such dispute shall be submitted for arbitration in accordance with Section 10.8 hereof and the Escrow Agent shall continue to a mutually agreed firm hold the Merger Consideration. In all other cases the Accountant's determination shall be final and binding. Following the resolution of independent public accountants any Disputes, the Closing Balance Sheet shall be revised to reflect such resolution. Following such resolution, or, if there are no Disputes, following the expiration of the Dispute Period, the Closing Balance Sheet shall be deemed to reflect the actual Net Book Value of Target. (f) In the “Accounting Firm”event that following the resolution of any Dispute, the Net Book Value as reflected on the Closing Balance Sheet is less than $977,520, then Escrow Agent shall release to Parent shares of Parent Common Stock held in accordance with those terms of the Escrow Agreement applicable to this Section 4.5(f). The determination amount of Parent Common Stock released to the Parent shall be calculated by dividing the Net Book Value deficiency by the Accounting Firm Valuation Price of $7.00. The Escrow Agent shall be conclusive and binding on release the parties hereto and shall be enforceable against any party hereto in any court remainder of competent jurisdictionthe merger consideration to the Shareholders. Any costs and expenses incurred by the Accounting Firm The obligation to make payments pursuant to this Section 12.1 shall 4.5 is independent of, and in addition to, the indemnity obligations set forth in Article VIII of this Agreement, and will not in any way be borne by subject to 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 Datelimitations referred to in Section 8.5 hereof.” 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) Provident shall, on or before the date that is 60 days after the ClosingClosing Date, but prepare a proposed reconciliation of Net Cash From the Business through the Closing Date (the "Reconciliation") and a certification of the treasurer of Provident that all items on the Reconciliation were determined in no event later than one hundred eighty (180) good faith by Sellers and were based upon the books and records of Sellers. Promptly after its preparation, Provident shall deliver copies of the Reconciliation to Parent. Parent shall have the right to review the Reconciliation and comment thereon for a period of 45 days thereafter, Seller after receipt thereof. Provident and Sellers agree that Parent and its accountants may have access to the accounting records of Provident and Sellers relating to the preparation of the Reconciliation for the purpose of conducting their review. Any changes in the Reconciliation that are agreed to by Parent and Provident within such 45-day-period shall prepare and deliver to Purchaser be incorporated into a final settlement statement reconciliation of Net Cash From the Business through the Closing Date (the “"Final Settlement Statement”) setting forth each adjustment Reconciliation"). In the event that Purchasers and Provident are unable to agree on the manner in which any item or payment that was not finally determined as of items should be treated in 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 preparation of the Final Settlement StatementReconciliation within such 45-day period, but separate written reports of such item or items shall be made in concise form and shall be referred to such independent accounting firm as Parent and Provident shall mutually designate (the firm making such determination is referred to herein as the "Third Party Accountant"). The Third Party Accountant shall determine as promptly as practicable the manner in which such item or items shall be treated on the Final Reconciliation; provided, however, that the dollar amount of each item in dispute shall be determined within the range of dollar amounts proposed by Provident and Parent, respectively. The determinations by the Third Party Accountant as to the items in dispute shall be in writing and shall be binding and conclusive on the parties and shall be so reflected in the Final Reconciliation. The fees, costs and expenses of retaining the Third Party Accountant shall be shared equally by the parties. Following the resolution of all disputed items (or, if there is no event later than sixty (60) days thereafterdispute, Purchaser promptly after the parties reach agreement on the Final Reconciliation), Provident shall prepare the Final Reconciliation and shall deliver copies of such Reconciliation and such calculation to Seller a written report containing any changes that Purchaser proposes to make to Parent. (b) In 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 event the amount of Net Cash From the Business reflected on the Final Settlement Statement shall be submitted to a mutually agreed firm Reconciliation exceeds the amount of independent public accountants (Net Cash From the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding Business reflected on the parties hereto and Preliminary Reconciliation, Sellers shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant transfer 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 Purchasers additional cash equal to Seller the amount of such difference, or (b) . In the event the amount of Net Cash From the Business reflected on the Preliminary Reconciliation exceeds the amount of Net Cash From the Business reflected on the Final Purchase Price is less than the Estimated Final Purchase PriceReconciliation, Seller Sellers shall pay transfer to Purchaser Purchasers additional cash equal to the amount of such difference, in either event by wire . Any transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, of cash required under this Section 1.4 shall be made within five (5) days ten Business Days of the date of the delivery of the Final Settlement Reconciliation to Purchasers, together with interest thereon from and including the Closing Date to but not including the date of such transfer, computed at an Annual Rate equal to the 90-day Treasury Rate in effect on the Closing Date.

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 Limitex, Xxxxdo, Ohio ox xxxxx xxtually acceptable independent certified 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 sixty days after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser Buyer a final settlement statement schedule of Working Capital of JAC and FCS (“Final Working Capital”), with the same line items as set forth on the Closing Schedule as of the close of business on the Closing Date (the “Final Settlement StatementSchedule”). The Final Schedule shall also include line items for Indebtedness (“Final Indebtedness”), the Retiree Benefit Liability (“Final Retiree Benefit Liability”), the JAIX Taxes (the “Final JAIX Taxes”), Interim Earnings (“Final Interim Earnings”) setting and JAIX Transfers (as hereinafter defined). The Final Schedule shall be prepared in accordance with the Accounting Principles. Xxxxxx Xxxxxxxx LLP (the “Auditor”) shall audit the Final Schedule and shall provide an opinion that the Final Schedule fairly presents the line items set forth each adjustment or payment that was not finally determined on such schedule as of the close of business on the Closing Date in accordance with the Accounting Principles. Seller and showing Buyer shall equally share the calculation charges of such adjustments and the resulting Auditor in performing the audit. In connection with the delivery of the Final Purchase Price. Schedule, the Seller shall make its workpapers available to the Buyer all books, records, work papers, personnel and other materials and sources used by Seller and Auditor to prepare the Final Schedule. (b) Buyer may object to any of the information available on the Final Schedule which impacts the determination of Working Capital, Indebtedness, Retiree Benefit Liability, JAIX Taxes, Interim Earnings or JAIX Transfers, as each such item is reflected on the Final Schedule. Any such objection must be made by delivery of a written statement of objections (stating the basis of the objections with reasonable specificity) to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt Seller within thirty days following delivery of the Final Settlement StatementSchedule. If Buyer does not so object within such thirty day period, but the Final Schedule as delivered to Buyer shall be binding upon the parties. In the event Buyer and Seller are unable to resolve a dispute or disagreement set forth in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes objection pursuant to make this Section 1.5(b), either party may elect, by written notice 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 other party (given within sixty (60) fifteen days following Purchaserafter Seller’s receipt of the Final Settlement Statement shall be deemed Buyer’s objections), to have all such disputes or disagreements resolved by an acceptance by Purchaser accounting firm of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect recognized national standing acceptable to the changes proposed by Purchaser, if any, no later than sixty (60) days after Buyer and 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 Statementemployed by Buyer, the determination Seller or any of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants their affiliates (the “Selected Accounting Firm”). If Buyer and Seller cannot agree upon the accounting firm to serve as the Selected Accounting Firm, Buyer and Seller shall each promptly select a firm that would qualify as the Selected Accounting firm and such firms shall together select the Selected Accounting Firm. The determination by Selected Accounting Firm shall issue a report resolving such disputes, which report shall constitute a final and binding resolution of the disputes or disagreements. The Selected Accounting Firm shall be conclusive instructed to use every reasonable effort to perform its services within fifteen days after receiving the Final Schedule and, in any case, as soon as practicable after such receipt. The charges for the services of the Selected Accounting Firm shall be shared equally by Buyer and binding Seller. At such time that any objections relating to a line item on the parties hereto Final Schedule is resolved, whether by agreement of Buyer and Seller or by the Selected Accounting Firm, the Final Schedule shall be enforceable against any party hereto modified and amended by substituting, in any court of competent jurisdiction. Any costs and expenses incurred the applicable line item, such amount, as resolved, for the disputed amount. (c) Post-Closing adjustments as determined pursuant to the Final Schedule shall be made as set forth below: (i) If Final Working Capital shall be less than Closing Working Capital, then the Cash Purchase Price shall be decreased, dollar-for-dollar, by the Accounting Firm pursuant to this Section 12.1 amount that Final Working Capital is less than Closing Working Capital. If Final Working Capital shall be borne greater than Closing Working Capital, then the Cash Purchase Price shall be increased, dollar-for-dollar, by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which amount that Final Working Capital exceeds Closing Working Capital; (ii) If the Final Purchase Price is established, Indebtedness shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more less than the Estimated Final Purchase PriceClosing Indebtedness, Purchaser then Buyer shall pay to Seller an amount equal to the difference between the Closing Indebtedness and the Final Indebtedness. If the Final Indebtedness shall be greater than Closing Indebtedness, then Seller shall pay Buyer an amount equal to the difference between the Final Indebtedness and the Closing Indebtedness; (iii) If the Final Retiree Benefit Liability shall be less than Closing Retiree Benefit Liability, then the Buyer shall pay to Seller an amount equal to the difference between the amount of such difference, or (b) the that Final Purchase Price Retiree Benefit Liability is less than Closing Retiree Benefit Liability. If Final Retiree Benefit Liability shall be greater than Closing Retiree Benefit Liability, then Seller shall pay Buyer an amount equal to the Estimated difference between the Final Purchase PriceRetiree Benefit Liability and the Closing Retiree Benefit Liability; (iv) If the Final Interim Earnings shall be less than Closing Interim Earnings, then Buyer shall pay to Seller an amount equal to the difference between the Closing Interim Earnings and the Final Interim Earnings. If the Final Interim Earnings shall be greater than Closing Interim Earnings, then Seller shall pay Buyer an amount equal to the difference between the Final Interim Earnings and the Closing Interim Earnings. (v) If the Final JAIX Taxes shall be less than the Closing JAIX Taxes, then Seller shall pay to Purchaser Buyer an amount equal to the difference between the Closing JAIX Taxes and the Final JAIX Taxes. If the Final JAIX Taxes shall be greater than Closing JAIX Taxes, then Buyer shall pay Seller an amount equal to the difference between the Final JAIX Taxes and the Closing JAIX Taxes. (vi) Buyer shall indirectly acquire all assets (and JAIX shall retain all liabilities) held or owed by JAIX as of December 31, 1998 (or thereafter acquired or arising), except for income tax-related assets and liabilities as of December 31, 1998, together with all earnings of JAIX (net of federal and state income taxes accruing on those earnings) from December 31, 1998 through the Closing Date. To the extent that the Final Schedule indicates that any such assets shall have been transferred from JAIX to Seller or any affiliate thereof, whether by way of dividend, distribution, payment of management fees, or otherwise, prior to the Closing Date, except an amount equal to the federal and state income taxes accruing on the earnings of JAIX after December 31, 1998 (the “JAIX Taxes”), and except for income tax-related assets and liabilities as of December 31, 1998 (the “JAIX Transfers”), the Cash Purchase Price shall be decreased, dollar-for-dollar, by an amount equal to the JAIX Transfers as reflected on the Final Schedule. (d) The amount of any such difference, in either event adjustment to the Cash Purchase Price or any payment shall be paid by wire transfer in immediately available funds. Payment by Purchaser Buyer or Seller, as the case may be, by wire transfer in immediately available funds within five business days following final determination of the adjustments set forth herein. (e) Any adjustment paid pursuant to Section 1.5 shall bear interest at an annual rate of 8% from and including the Closing Date to, but excluding, the date of payment. Any such payment shall be within five (5) days of treated for all tax purposes as an adjustment to the Final Settlement DateCash Purchase Price.

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 as practicable after For purposes of this Article XI, all items described in this Article XI and reflected on the ClosingClosing Statement are deemed the estimates of the prorations, but credits and other adjustments subject to adjustment in accordance with this Section 11.2.22. Except for Taxes which are reprorated in accordance with Section 11.2.1, no event later than one hundred eighty twenty (180120) days thereafterafter Closing, Purchaser shall prepare and deliver to Seller a final Closing Statement (the “Final Statement”), which shall correct the estimates and (if necessary) other amounts used in the Closing Statement, as adjusted in accordance with both Parties’ post-Closing examination of the Books and Records of the Property and on facts discovered by either Party after Closing, and Purchaser shall provide Seller with reasonable access to the post-Closing Books and Records for the purpose of conducting such examination; provided, however that if Purchaser does not prepare and deliver to Seller a Final Statement on or before the ninetieth (90th) day after Closing, Seller shall have the right, but not the obligation, to prepare and deliver to Purchaser a final settlement statement Final Statement no later than one hundred twenty (120) days after the Closing. Upon delivery by either Party to the other Party of a Final Statement, the Parties shall act reasonably and in good faith to reconcile and agree upon the correct Final Statement. In the event either Party has submitted to the other Party a Final Statement and the Parties have not agreed upon the Final Statement within thirty (30) days, either Party may, by providing prior written notice to the other Party, refer any items of the Final Statement which have not been agreed upon (the “Final Settlement StatementUnresolved Items”) setting forth each adjustment or payment that was not finally determined as of to be resolved by a nationally recognized accounting firm mutually agreed upon by the Closing Parties (the “Arbiter”) in accordance with Section 11.6. Within ten (10) Business Days after Seller 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 have agreed to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to Statement or 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 has been resolved in accordance with Section 11.6, 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 Priceapplicable, Purchaser shall pay to or 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 pay to the other the net amount owing on the final settlement of the Closing prorations, credits and other adjustments as shown by the agreed or resolved Final Statement. This Section 11.2.22, together with all subsections of Section 11.2 as are necessary to give effect to this Section 11.2.22, shall be within five (5) days of survive the Closing until the Final Settlement Date.Statement is agreed upon or resolved as provided in this Section 11.2.22 (and Section 11.6, as applicable) and the final true-up payment has been made pursuant thereto. 2230752.03F-NYCSR03A - MSW

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty (180A) At least two (2) days thereafterprior to the Closing Date, the Seller shall prepare and deliver to Purchaser a final settlement statement the Buyer an unaudited, consolidated balance sheet for the Companies (which may or may not contain notes) (the “Final Settlement StatementClosing Date Balance Sheet”) setting forth each adjustment or payment that was not finally determined and a calculation of the Net Asset Value prepared as of June 30, 2006 (the “Closing Date Net Asset Value”). The Closing Date Balance Sheet shall include a reserve of $100,000 for obsolete inventory. The Closing Date Balance Sheet shall have been prepared in accordance with GAAP on a consistent basis through the period presented and shall present fairly, in all material respects, the financial condition of the Companies as of the applicable date thereof, subject to normal year end adjustments (which individually or in the aggregate are not reasonably expected to be material); provided, however, that the Closing Date Balance Sheet shall be without footnotes and showing other presentation items. The Seller shall also make available to the calculation Buyer copies of such adjustments all work papers and other documents and data as were used to prepare the Closing Date Balance Sheet (and any items therein) and the resulting Final Purchase PriceClosing Date Net Asset Value calculation. Seller The Buyer shall have the right to dispute the Closing Date Balance Sheet (and any items therein) and the Closing Date Net Asset Value calculation and make its workpapers and other information available to Purchaser to review any proposed adjustments thereto as provided in order to confirm Section 2(b)(iii). (I) If the adjustments shown on Seller’s draft. As soon Closing Date Net Asset Value, as practicable after receipt finally determined in accordance with Section 2(b)(iii), is more than the Net Asset Value of the Final Settlement StatementCompanies indicated in the Target Balance Sheet (such surplus being a “Net Asset Value Surplus”), but in no event later than sixty (60) days thereafterthen the Buyer shall, Purchaser shall subject to Section 2(b)(iii), deliver to Seller a written report containing any changes that Purchaser proposes the Parent cash in an amount equal 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 such Net Asset Value Surplus, if any, within sixty (60) days following Purchaser’s receipt of such final determination; or (II) If the Final Settlement Statement shall be deemed an acceptance by Purchaser of Closing Date Net Asset Value, as finally determined in accordance with Section 2(b)(iii), is less than the Final Settlement Statement Closing Date Net Asset Value as submitted by Seller. The parties shall agree with respect set forth on the Closing Date Balance Sheet (such shortfall being a “Net Asset Value Shortfall”), then the Seller shall, subject to Section 2(b)(iii), deliver to the changes proposed by PurchaserBuyer cash in an amount equal to such Net Asset Value Shortfall, if any, no later than within sixty (60) days after Seller receives from Purchaser of such final determination. Notwithstanding anything to the written report described above containing Purchaser’s proposed changes. If the Purchaser and contrary in this Agreement, if the Seller cannot fails to pay or otherwise deliver the Net Asset Value Shortfall to the Buyer in accordance with the prior sentence, then agree upon the Final Settlement Statement, Buyer shall have the determination of right to set off against the principal amount of the Final Settlement Statement Note the amount not paid or delivered by the Seller of such Net Asset Value Shortfall, without taking into account any Basket Amount or other deductible. (B) At least two (2) days prior to the Closing Date, the Seller shall be submitted prepare and deliver to a mutually agreed firm the Buyer an unaudited statement of independent public accountants cash activity for the Companies (the “Accounting FirmCash Statement”) for the period beginning July 1, 2006 and ending on the Closing Date (the “Cash Adjustment Period”). The determination by Cash Statement shall set forth the Accounting Firm following amounts: (1) total cash receipts to the Companies during the Cash Adjustment Period, including any Past Due Accounts Receivable collected during such period (“Gross Receipts”); and (2) total cash disbursements from the Companies during the Cash Adjustment Period, plus the amount of accrued expenses incurred in the Ordinary Course of Business for income taxes and employee benefit costs in respect of the Cash Adjustment Period to the extent not paid prior to the Closing (“Disbursements”). Gross Receipts and Disbursements shall be conclusive determined by reference to the Seller’s cash management system reports from Bank of America, provided that Gross Receipts shall include amounts received and binding deposited prior to Closing and Disbursements shall include amounts in respect of checks issued prior to Closing, in each case whether or not reflected in such cash management system reports on or prior to the Closing Date as long as such items are reflected therein prior to the final determination of the Net Cash Amount pursuant to Section 2(b)(iii). The Cash Statement shall also set forth a calculation of the “Net Cash Amount” during the Cash Adjustment Period, which shall equal Gross Receipts, less Disbursements. The Seller shall also make available to the Buyer copies of all work papers and other documents and data used to prepare the Cash Statement (and any items therein) and the Net Cash Amount calculation. The Buyer shall have the right to dispute the Cash Statement (and any items therein) and the Net Cash Amount calculation and make any proposed adjustments thereto as provided by Section 2(b)(iii). (I) If the Net Cash Amount, as finally determined in accordance with Section 2(b)(iii), is greater than the Net Cash Amount as set forth on the parties hereto and Cash Statement (such surplus being a “Cash Surplus”), then the Seller shall, subject to Section 2(b)(iii), deliver to the Buyer cash in an amount equal to such Cash Surplus within sixty (60) days of such final determination. Notwithstanding anything to the contrary in this Agreement, if the Seller fails to pay or otherwise deliver the Cash Surplus to the Buyer in accordance with the prior sentence, then the Buyer shall be enforceable have the right to set off against any party hereto in any court the principal amount of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne Note the amount not paid or delivered by the Seller and the Purchaser equally. The date upon which of such agreement is reached Cash Surplus, without taking into account any Basket Amount or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Dateother deductible.” In the event (aII) If the Final Purchase Price is more than the Estimated Final Purchase PriceNet Cash Amount, Purchaser shall pay to Seller the amount of such differenceas finally determined in accordance with Section 2(b)(iii), or (b) the Final Purchase Price is less than the Estimated Final Purchase PriceNet Cash Amount as set forth on the Cash Statement (such shortfall being a “Cash Shortfall”), Seller shall pay then the Buyer shall, subject to Purchaser Section 2(b)(iii), deliver to the Parent cash in an amount of equal to such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be Cash Shortfall within five sixty (560) days of the Final Settlement Datesuch final determination.

Post-Closing Adjustments. As soon as practicable after For a period of two years from the Closing, but the Shares held in the above-mentioned escrow shall be subject to the following post-closing adjustments and provisions: (i) In the event that Purchaser has made any claim for indemnity pursuant to Article V below, no event later than one hundred eighty Shares held in escrow pursuant to subsection (180a) days thereafterabove shall be released until such claim is resolved, provided that Seller shall prepare and deliver forfeit to Purchaser and Purchaser may withdraw a number of Shares equal to (A) the amount of any adjustment determined by mutual written consent of the parties or upon the issuance of a final settlement statement non-appealable order of a court in an action to which Purchaser and Seller are parties divided by (B) the then current value per share. (ii) In the event that one or more of the Consulting Agreements (a) is terminated by the consultant in such agreement for any reason other than for Purchaser’s breach of such Consulting Agreement or (b) expires according to its terms and is not renewed unless Purchaser is unwilling to renew such agreement on substantially similar terms, then Seller shall forfeit to Purchaser 25,000 Shares for each such Consulting Agreement that is so terminated or expires during the first year following Closing or 12,500 Shares for each such Consulting Agreement that is so terminated or expires during the second year following Closing; provided, however, no Shares shall be forfeited in relation to a so terminated or expired Consulting Agreement if within one month of such termination or expiration such Consulting Agreement is replaced with an agreement on substantially similar terms with an individual of equal or greater experience, education and qualifications as determined in Purchaser’s reasonable discretion. As used herein, the following agreements shall be the “Final Settlement StatementConsulting Agreements” and each such agreement shall be a “Consulting Agreement”: (A) setting forth each adjustment or payment that was not finally determined as Agreement dated November 1, 2000 by and between Seller and Sukhomund Maxim Victorovich; (B) Agreement dated November 1, 2000 by and between Seller and Xxxxx Xxxxxxxxx Andreevich; (C) Agreement dated November 1, 2000 by and between Seller and Xxxxx Xxxxxx Vladimirocivh; (D) Agreement dated November 1, 2000 by and between Seller and Puzirev Andrey Yurievich; (E) Agreement dated November 1, 2000 by and between Seller and Manilo Xxxxx Xxxxxxxxxxx; and (F) Agreement dated January 1, 2001 by and between Seller and Xxxxxx Xxxxxx Batkovich. In relation to the above-mentioned Consulting Agreements, Purchaser hereby covenants to provide the following support of the Closing operations of the above-mentioned consultants consistent with the standards previously met by Seller: (I) provide an adequate workplace; (II) provide on-sight management, including such support for recruiting as is reasonably necessary to maintain the operations represented by the Consulting Agreements; (III) provide adequate technical and showing non-technical equipment; (IV) make timely payment of amounts due to such consultants; and (V) take such reasonable steps as are necessary to comply with Russian law applicable to the calculation of such adjustments and Consulting Agreements; provided, however, Purchaser shall not be required to take steps which Purchaser reasonably believes would make the resulting Final Purchase Priceoperations represented by the Consulting Agreements an undue or material economic burden to Purchaser. Seller shall make its workpapers and other information available not be required to Purchaser forfeit Shares pursuant to review in order this subsection (ii) to confirm the adjustments shown on Sellerextent any termination or expiration of a Consulting Agreement is related to Purchaser’s draftfailure to proved the above-mentioned support. As soon as practicable after receipt Seller acknowledges that 150,000 of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver Shares being paid 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 under this Agreement are in consideration of the Final Settlement Statement shall be deemed an acceptance by assignment to Purchaser of the Final Settlement Statement as submitted by SellerConsulting Agreements and the expectation that these agreements will remain in effect in the future. The It is the plain intent of the parties shall agree with respect that Seller bear the risk of loss of such Consulting Agreements except to the changes proposed extent that such loss is caused by Purchaser, if any, no later than sixty the failure of Purchaser to provide the above-mentioned support referenced in items (60I) days after through (V) above. To the extent that such loss is caused by the failure of Purchaser to provide the above-mentioned support referenced in items (I) through (V) above Seller receives from Purchaser shall not be required to forfeit Shares as provided above. (iii) In 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 event that one or more of the amount following Principals breaches the terms of their respective Non-Compete Agreement, then Seller shall forfeit to Purchaser Shares pursuant to the following schedule for each such Non-Compete Agreement that is so breached: (A) Xxxxxx Xxxxxxxx Non-Compete Agreement- 180,000 Shares if the breach occurs in the first year following Closing or 90,000 Shares in the breach occurs in the second year following Closing; (B) Xxxxx Xxxxxx Non-Compete Agreement- 60,000 Shares if the breach occurs in the first year following Closing or 30,000 Shares if the breach occurs in the second year following Closing; and (C) Xxxx Xxxxx Non-Compete Agreement- 60,000 Shares if the breach occurs in the first year following Closing or 30,000 Shares if the breach occurs in the second year following Closing. (iv) Purchaser shall notify Seller and each of the Final Settlement Statement shall be submitted Principals promptly upon its determination to make a mutually agreed firm of independent public accountants (claim for a Share adjustment, stating the “Accounting Firm”). The determination by reason for the Accounting Firm shall be conclusive adjustment 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 providing an opportunity 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 Datecure where appropriate.” 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 (i) Following Closing, as soon as practicable (but not more than five Business 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 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 Assumed Debt in accordance with this Section 2.3), the Final Settlement Statement amount, if any, by which the Assumed Debt at Closing is (i) greater than the Estimated Assumed Debt at Closing, 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 paid by the Seller to the Purchaser, first by means of a reduction of the Securities (or cash if Securities have been converted thereto) held under the Post-Closing Escrow Agreement, if any are so held, and then, if such amount in the Post-Closing Escrow Agreement is insufficient to satisfy such adjustment, with respect to the balance thereof in immediately available funds by wire transfer to an account of Purchaser equally. The designated in writing by Purchaser to Seller, no later than three Business Days prior to the date upon which that such agreement payment is reached due, or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (aii) 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 PriceAssumed Debt at Closing, shall be paid by the Purchaser to the Seller shall pay in immediately available funds by wire transfer to Purchaser an account of Seller designated in writing by Seller to Purchaser, no later than three Business Days prior to the date that such payment is due. (ii) Following Closing, as soon as practicable (but not more than five Business Days after the determination of the amount of Working Capital in accordance with this Section 2.3), the amount, if any, by which Working Capital at Closing is (i) less than Estimated Worked Capital at Closing, shall be paid by the Seller to the Purchaser, first by means of a reduction of the Securities (or cash if the Securities have been converted thereto) held under the Post-Closing Escrow Agreement, if any are so held, and then, if such differenceamount in the Post-Closing Escrow Agreement is insufficient to satisfy such adjustment, with respect to the balance thereof in either event immediately available funds by wire transfer to an account of Purchaser designated in writing by Purchaser to Seller, no later than three Business Days prior to the date that such payment is due, or (ii) greater than the Estimated Working Capital at Closing, shall be paid by the Purchaser to the Seller in immediately available funds. Payment funds by Purchaser or Sellerwire transfer to an account of Seller designated in writing by Seller to Purchaser, no later than three Business Days prior to the date that such payment is due. (iii) Following the Closing, as soon as practicable (but not more than five Business Days after the case may bedetermination of the amount of Remaining Installments in accordance with this Section 2.3, the amount, if any, by which the Remaining Installments is (i) greater than the Estimated Remaining Installments, shall be within five (5) days paid by the Seller to the Purchaser, first by means of a reduction of the Final Settlement DateSecurities (or cash if the Securities have been converted thereto) held under the Post-Closing Escrow Agreement, and then, if such amount in the Post-Closing Escrow Agreement is insufficient to satisfy such adjustment, with respect to the balance thereof in immediately available funds by wire transfer to an account of Purchaser designated in writing by Purchaser to Seller, no later than three Business Days prior to the date that such payment is due, or (ii) less than the Estimated Remaining Installments, shall be paid by the Purchaser to the Seller in immediately available funds by wire transfer to an account of Seller designated in writing by Seller to Purchaser, no later than three Business Days prior to the date that such payment is due. (iv) For the purposes of this Agreement, any and all Securities shall be deemed to be valued at the same amount per Security as set forth in Section 2.1(a)(ii), subject only to equitable adjustments in accordance with Section 10.14 for events the record date of which occur after the Closing. (v) The limitations set forth in Section 8.5 shall not apply to any adjustments required under this Section 2.3.

Post-Closing Adjustments. (i) As soon as reasonably practicable after the ClosingClosing Date, but in no event later than one hundred eighty (180) 120 days thereafterafter the Closing Date, Seller Acquiror shall prepare and deliver to Purchaser Member a final settlement statement (the “Final Settlement Closing Statement”) ), together with a schedule setting forth each adjustment or payment the components thereof and reasonable supporting detail, that was not finally determined as shall set forth its calculation of (i) the Closing Working Capital, (ii) the Closing Working Capital Adjustment, (iii) the Closing Indebtedness, (iv) the Closing Cash, and showing (v) 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 Transaction Expenses. (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 No later than sixty (60) days after Seller receives from Purchaser receipt of the Closing Statement (the “Adjustment Review Period”), Member may provide written report described above containing Purchasernotice to Acquiror disputing all or a part of the Closing Statement (such notice, a “Dispute Notice”), setting forth, in reasonable detail, (A) each item or amount disputed by Member (such items or amounts noted as disputed in the Dispute Notice, the “Unresolved Matters”); (B) Member’s proposed changescalculation of each such Unresolved Matter; and (C) Member’s calculation of the Closing Working Capital of the Company after giving effect to Member’s calculation of each such Unresolved Matter. If Acquiror does not receive a Dispute Notice delivered pursuant to and in accordance with this Section 2.6(b)(ii) within such sixty (60) day period, or if Member accepts in writing the Purchaser Closing Statement before such sixty (60) day period, then Acquiror and Member shall be deemed to have irrevocably agreed to each item and amount set forth in the Seller canClosing Statement delivered by Member, which shall be finally determined and binding on the Parties for all purposes hereunder. If a timely Dispute Notice is provided to Acquiror pursuant to and in accordance with this Section 2.6(b)(ii), then Acquiror and Member shall use commercially reasonable efforts to resolve the Unresolved Matters during the thirty (30) day period commencing on the date of Acquiror’s receipt of the Dispute Notice. (iii) If Member and Acquiror do not agree in writing upon a final resolution with respect to any Unresolved Matters within such thirty (30) day period following Acquiror’s receipt of the Dispute Notice, then agree the remaining Unresolved Matters shall be submitted immediately to CohnReznick LLP, or, if CohnReznick LLP is unable or unwilling to serve, a nationally recognized, independent accounting firm acceptable to Acquiror and Member (in either case, the “Independent Accountant”). The Parties shall instruct the Independent Accountant to render a determination of the applicable dispute on the Unresolved Matters, acting as an expert and not as arbitrator, within thirty (30) days after referral of the matter to such Independent Accountant, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. The terms of appointment and engagement of the Independent Accountant shall be as reasonably agreed upon between Member and Acquiror, and any associated engagement fees shall be initially borne 50% by Member and 50% by Acquiror; provided that all such fees shall ultimately be borne by Member and Acquiror in inverse proportion to the Final Settlement Statementportions of the total sums in dispute as to which each such Party ultimately prevails on the matters resolved by the Independent Accountant, which proportionate allocations shall also be determined by the Independent Accountant at the time the determination of the amount Independent Accountant is rendered on the merits of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (disputed items. Except as provided in 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 preceding sentence, all other costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 Parties hereto in connection with resolving any dispute hereunder before the Independent Accountant shall be borne by the Seller Party incurring such cost and expense. In resolving the Purchaser equallyUnresolved Matters, the Independent Accountant shall (A) be bound by the provisions of this Section 2.6, (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 Acquiror or Member, (C) rely solely on the written submissions of the Parties and not conduct an independent investigation and (D) limit its decision to only the Unresolved Matters and to only those adjustments as are necessary for the Closing Statement to comply with the provisions of this Agreement. For the avoidance of doubt, the Independent Accountant shall not review any line items or make any determination with respect to any matter other than the Unresolved Matters. The date upon which such agreement is reached or upon which determination of the Final Purchase Price is establishedIndependent Accountant as to each Unresolved Matter, and as to the total Closing Date Merger Consideration, shall be herein called conclusive and binding upon the “Final Settlement DateParties for all purposes hereunder and either Party may seek a judgment in a court described in Section 10.10 enforcing the determination.” In the event (aiv) The Parties shall, and shall cause their respective independent accountants and their respective Affiliates to, cooperate and assist in 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 calculation of the Final Settlement DateClosing Statement and the components thereof, and in the conduct of the review by the Independent Accountant of any Unresolved Matters, 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; provided, however, that such independent accountants shall not be obligated to make any working papers available to the Independent Accountant unless and until the Independent Accountant has signed a customary confidentiality and hold harmless agreement relating to access to working papers in form and substance reasonably acceptable to such independent accountants.

Post-Closing Adjustments. As soon as practicable 2.4.1 Within 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 the Sellers Representative a final settlement statement (the “Final Settlement Closing Date Statement”) setting forth each adjustment or payment that was not finally determined Buyer’s calculation of: (i) the actual Net Working Capital as of the Closing (the “Actual Net Working Capital”), (ii) the actual amount of Indebtedness of the Company and showing its Subsidiaries as of the calculation Closing (the “Actual Company Indebtedness”), (iii) the actual amount of Cash of the Company and its Subsidiaries as of the Closing (the “Actual Company Cash”) and (iv) the actual amount of Company Transaction Expenses as of the Closing (the “Actual Company Transaction Expenses”). If the Sellers Representative has any objections to the Closing Date Statement as prepared by Buyer, the Sellers Representative may, within forty-five (45) days after the Sellers Representative’s receipt thereof (the “Notice Period”), give written notice (the “Notice”) to Buyer specifying in reasonable detail such adjustments objections and the resulting Final Purchase Pricebasis therefor, and the calculations which the Sellers Representative has determined in good faith are necessary to eliminate such objections. Seller If the Sellers Representative does not deliver the Notice within the Notice Period, Buyer’s determinations in the Closing Date Statement shall make its workpapers be final, binding and other information available to Purchaser to review conclusive on the Parties. If the Sellers Representative provides the Notice within the Notice Period, the Sellers 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 after receipt the date 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 PurchaserBuyer’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of Notice (the Final Settlement Statement as submitted by Seller. The parties shall agree with respect “Resolution Period”) to resolve any disputes regarding 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 Sellers 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 firm, to be mutually agreed firm of independent public accountants upon by the Sellers Representative and Buyer (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 Sellers Representative and Buyer and not by independent review, only those issues that remain in dispute, and the Arbitrator may not assign a value to any particular item that is greater than the greatest value for such item claimed by either Buyer or the Sellers Representative or less than the lowest value for such item claimed by either Buyer or the Sellers Representative, in each case, as presented to the Arbitrator. Upon the final resolution of all such disputed items, the Arbitrator shall issue a written report detailing 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 Parties, and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs the fees and expenses incurred by of the Accounting Firm pursuant to this Section 12.1 Arbitrator shall be borne by the Seller Sellers (on the one hand) and Buyer (on the Purchaser equallyother hand) in proportion to the amounts by which their proposals differed from the Arbitrator’s final determination. The date upon which In connection with the resolution of any such agreement is reached or upon which dispute, each Party (the Final Purchase Price is establishedSellers on the one hand and Buyer on the other) shall pay its own fees and expenses, including 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 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 2.4.2 Within five (5) days Business Days after the earlier to occur of: (x) the expiration of the Final Settlement DateNotice Period, if no Notice is delivered by the Sellers Representative to Buyer by such date, and (y) the final resolution of all disputes regarding the Closing Date Statement pursuant to Section 2.4.1 above: 2.4.2.1 if such post-Closing adjustments result in an Estimated Payment Increase, then (i) Buyer shall pay each Seller (or, in the case of a Seller that is an Optionholder, to the Company for disbursement to such Optionholder in accordance with the Company’s ordinary payroll practices and Section 2.2), such Seller’s Pro Rata Portion of the Estimated Payment Increase by wire transfer of immediately available funds to the bank accounts designated by the Sellers Representative (or, in the case of a Seller that is an Optionholder, the Company) and (ii) Buyer and the Sellers Representative shall direct the Escrow Agent to disburse to the Sellers Representative (for the account of the Sellers) the NWC Escrow Amount by wire transfer of immediately available funds to a bank account designated by the Sellers Representative; and 2.4.2.2 if such post-Closing adjustments result in an Estimated Payment Decrease, then Buyer and the Sellers Representative shall direct the Escrow Agent to disburse to Buyer an amount equal to the Estimated Payment Decrease from the NWC Escrow Amount by wire transfer of immediately available funds to a bank account designated by Buyer; provided that, if the NWC Escrow Amount is insufficient to satisfy any such Estimated Payment Decrease (a “NWC Escrow Shortfall”), then at Buyer’s option (i) Buyer and the Sellers Representative shall direct the Escrow Agent to disburse to Buyer an amount equal to the NWC Escrow Shortfall (or any portion thereof) from the Indemnity Escrow Amount by wire transfer of immediately available funds to a bank account designated by Buyer and/or (ii) Buyer may recover the NWC Escrow Shortfall (or any portion thereof) directly from the Sellers and the Sellers in such event shall be severally but not jointly obligated, in accordance with each Seller’s Pro Rata Portion, to pay to Buyer by wire transfer of immediately available funds to a bank account designated by Buyer the NWC Escrow Shortfall or portion thereof, as applicable.

Post-Closing Adjustments. As soon as practicable after Within 60 days of the Closing Date, Buyer will prepare its calculation of the Marijuana Inventory based on the Sellers’ respective METRC inventory tracking reports reflecting the Inventory at the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver the cash actually delivered by Sellers to Purchaser a final settlement statement Buyer at the Closing (the “Final Settlement Closing Statement”) setting forth each adjustment or payment that was not finally determined as and deliver the Closing Statement to Representative for Representative’s review. Representative and Representative’s professional advisors will have, upon request, reasonable access during regular business hours to Buyer’s books and records to the extent necessary for such review. During a period of ten days following Xxxxx’s delivery of the Closing Statement to Representative (the “Objection Period”), if Representative disagrees with any item set forth in the Closing Statement, Representative will give written notice (the “Objection Notice”) to Buyer within the Objection Period, specifying in reasonable detail Representative’s disagreement with any such item set forth on the Closing Statement. The Objection Notice must specify those items or amounts as to which Representative disagrees, and showing Representative and each Seller will be deemed to have agreed with all other items contained in the calculation of such adjustments Closing Statement. If Representative does not deliver an Objection Notice within the Objection Period, then Representative and each Seller will be deemed to have agreed entirely with items set forth on the resulting Final Purchase PriceClosing Statement. Seller shall make its workpapers and other information available to Purchaser to review If an Objection Notice is delivered within the Objection Period, (i) in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt 30-day period following delivery of the Final Settlement StatementObjection Notice, but Buyer and Representative will use reasonable efforts to reach an agreement on the disputed items or amounts set forth in no event later than sixty the Objection Notice and (60ii) days thereafter, Purchaser shall deliver if Buyer and Representative are unable 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 reach an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree agreement during such 30-day period with respect to all disputed items or amounts, such disputed items or amounts will be resolved by an independent certified public accounting firm (“Settlement Accountant”), to be mutually agreed upon by the changes proposed Parties. Such costs of the Settlement Accountant will be borne equally by PurchaserXxxxx, if anyon the one hand, no later than sixty (60) days after Seller receives from Purchaser and Sellers, on the written report described above containing Purchaser’s proposed changesother hand. If the Purchaser and Minimum Marijuana Inventory or the Seller cannot then agree upon Minimum Cash exceeds the Final Settlement Statementactual Marijuana Inventory or the cash actually delivered by Sellers to Buyer, 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 respectively, in each case, 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 final Closing Statement as finally determined pursuant to this Section 12.1 shall be borne by 2.3(b) (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 aggregate amount of any such differencedeficiency or deficiencies, or (b) a “Deficiency”), Buyer will satisfy the Final Purchase Price is less than Deficiency from the Estimated Final Purchase Price, Seller shall pay Cash Holdback Amount by releasing an amount equal to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as Deficiency from the case may be, shall be within five (5) days of the Final Settlement DateCash Holdback Amount to Buyer.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty On or before ninety (18090) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement following the Closing Date (the “Final Settlement StatementDate”) setting forth each adjustment ), the Parties shall undertake to agree with respect to the adjustments or payment payments that was were not finally determined as of the Closing and showing the calculation of such adjustments Closing, 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 amount due 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 Buyer or Seller, as the case may be, pursuant to the post-Closing adjustment herein. Subject to Section 3(d), appropriate post-Closing adjustments shall include, only to the extent asserted in writing by Buyer to Seller prior to the sixtieth (60th) day following the Closing Date, any decrease in Seller’s Net Revenue Interest in an Oil and Gas Interest or any increase in Seller’s obligation to bear costs and expenses in excess of the Working Interest in an Oil and Gas Interest as set forth in Exhibit B (without a corresponding increase in Seller's Net Revenue Interest), resulting from any Title Defect not cured to Buyer’s reasonable satisfaction by the Final Settlement Date, with the adjustment to be calculated on the basis of the Net Revenue Interest and/or Working Interest in the affected Oil and Gas Interest to which Seller held Defensible Title on the Closing Date and/or its allocated value set forth on Exhibit D; provided, that in no event shall an adjustment for any Title Defect exceed the Allocated Value for such affected Oil and Gas Interest as set forth on Exhibit D. On or before sixty (60) days following the Closing Date, Seller shall provide Buyer with a final Closing Statement setting forth the post-Closing adjustments to the preliminary Closing Statement (the “Final Closing Statement”). Seller shall provide Buyer access to such of Seller’s records as may be reasonably necessary to verify the post-Closing adjustments shown on the Final Closing Statement. Payment by Buyer or Seller shall be made in immediately available funds within five (5) days of such agreement. If the Final Closing Statement has not been agreed upon on or before the Final Settlement Date, the matters that remain in dispute shall be submitted to a mutually agreed accounting firm (the “Closing Statement Arbitrator”) for review and final and binding resolution, unless otherwise agreed to by the Parties, except for adjustments relating to Hard Consents satisfied after Closing. Buyer and Seller shall, not later than seven (7) days prior to the hearing date set by the Closing Statement Arbitrator, each submit a brief to the Closing Statement Arbitrator with dollar figures for settlement of the disputes as to the amount of the Purchase Price (together with a proposed Final Closing Statement that reflects such figures) consistent with their respective calculations previously exchanged pursuant to this Section 15. The hearing will be scheduled seven (7) days following submission of the settlement briefs, or as soon thereafter as is acceptable to the Closing Statement Arbitrator, and shall be conducted on a confidential basis. The Closing Statement Arbitrator shall consider only those items or amounts in the Final Closing Statement as to which the Parties disagreed and render a decision resolving the matters in dispute (which decision shall include a written statement of findings and conclusions) promptly after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration. The Closing Statement Arbitrator shall provide to the Parties explanations in writing of the reasons for its decisions regarding the Purchase Price and shall issue the Final Closing Statement reflecting such decision. The decision of the Closing Statement Arbitrator shall be final and binding on the Parties. The cost of any arbitration (including the fees and expenses of the Closing Statement Arbitrator) under this Section 15 shall be borne equally by Buyer and Seller.

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 the Buyer 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 Seller the Balance Sheet Adjustment as of the Closing and showing Date (the calculation of “Actual Balance Sheet Adjustment”). (b) If the Seller has any objections to the Actual Balance Sheet Adjustment as prepared by the Buyer, the Seller shall, within thirty (30) Business Days after the Seller’s receipt thereof (the “Notice Period”), give written notice (the “Notice”) to the Buyer specifying in reasonable detail such adjustments objections and the resulting Final Purchase Pricebasis therefore, and calculations which the Seller has determined in good faith are necessary to eliminate such objections. If the Seller shall make its workpapers and other information available to Purchaser to review in order to confirm does not deliver the adjustments shown on SellerNotice within the Notice Period, the Buyer’s draft. As soon as practicable after receipt determination of the Final Settlement StatementActual Balance Sheet Adjustment shall be final, but binding and conclusive on the Seller and the Buyer. If the Seller provides a Notice within the Notice Period, the Seller and the Buyer shall negotiate in no event later than sixty good faith during the fifteen (6015) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to Business Day period (the Final Settlement Statement. Any failure by Purchaser to deliver to Seller “Resolution Period”) after the written report detailing Purchaser’s proposed changes to date of the Final Settlement Statement within sixty (60) days following PurchaserBuyer’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser Notice to resolve any disputes regarding the Actual Balance Sheet Adjustment. (c) If the Seller and the Buyer are unable to resolve all such disputes within the Resolution Period, then within five (5) Business Days after the expiration of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by PurchaserResolution Period, 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 all unresolved disputes shall be submitted to a mutually agreed firm of independent public accountants Xxxxx & Company, Ltd. (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 determination by the Accounting Firm Arbitrator shall be conclusive and binding act as an independent arbitrator to determine, based solely 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 presentations by the Seller and the Purchaser equallyBuyer 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 date upon which such agreement is reached or upon which determination of the Final Purchase Price is established, Arbitrator shall be herein called final, binding and conclusive on the “Final Settlement DateSeller and the Buyer, and the fees and expenses of the Arbitrator shall be borne 50% by the Seller and 50% by the Buyer. In connection with the resolution of any dispute, each party (the Seller on one hand and the Buyer on the other) shall pay its own fees and expenses, including legal, accounting and consultant fees and expenses. Notwithstanding anything to the contrary in this Agreement, any disputes regarding the Actual Balance Sheet Adjustment shall be resolved as set forth in this Section 2.3.” In the event (ad) Within ten (10) Business Days of the Final Purchase Price is more than final determination of the Estimated Final Purchase PriceActual Balance Sheet Adjustment in accordance with this Section 2.3, Purchaser the resulting Closing Adjustment 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 be paid in immediately available funds. Payment by Purchaser or SellerIf the Closing Adjustment is a positive number, as the case may be, Closing Adjustment shall be within five (5) days of paid by the Final Settlement DateBuyer to the Seller. If the Closing Adjustment is a negative number, the Closing Adjustment shall be paid by the Seller to the Buyer. Any Closing Adjustment shall be an adjustment to the Purchase Price.

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 2.04, 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 2.04 and the Adjustment Amount, the Sellers' Representative shall, within 30 days after his 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 sum of (A) the Adjustment Amount and (B) the Adjustment Pool; and (y) such Seller's Ownership Percentage as determined on the Closing Date; (ii) if the Sellers are obligated to pay the Purchaser the Adjustment Amount, and such Adjustment Amount is less than the Estimated Final Purchase PriceAdjustment Pool, Seller the Purchaser shall pay each Seller the product of (x) the difference between (A) the Adjustment Pool and (B) the Adjustment Amount; and (y) such Seller's Ownership Percentage; (iii) if the Sellers are obligated to pay the Purchaser the amount Adjustment Amount and such Adjustment Amount is greater than the Adjustment Pool, then Sellers shall pay the Purchaser the difference between the Adjustment Amount and the Adjustment Pool and the Purchaser shall retain the Adjustment Pool. 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 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 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 five such fifteen (515) day period, then either party may request that the matter be resolved by Price Waterhouse (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 (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 Adjustment Amount to the Sellers, Purchaser shall pay each Seller the product of (x) the sum of the Final Settlement DateAdjustment Amount and the Adjustment Pool and (y) such Seller's Ownership Percentage; (ii) if the Sellers are determined to owe an amount to Purchaser, (x) Sellers shall pay the Final Adjustment Amount less the Adjustment Pool to Purchaser if the Final Adjustment Amount is greater than the Adjustment Pool and the Purchaser shall retain the Adjustment Pool or (y) Purchaser shall pay to each Seller the product of (A) the excess of the Adjustment Pool over the Final Adjustment Amount if the Adjustment Pool is greater than the Final Adjustment Amount and (B) such Seller's Ownership Percentage. All amounts owed by Purchaser or Sellers to the other in accordance with this Section 2.04(h) 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 2.04(h) and not paid when due may also be offset from the payments due to Sellers (or Sellers' Representative as their agent) under the Subordinated Promissory Notes.

Post-Closing Adjustments. As soon Seller has completed its reconciliation for charges paid in calendar year 2005 for percentage rents, escalation charges for real estate taxes, insurance, parking charges, marketing fund charges, operating expenses, maintenance escalation rents or charges, cost-of-living increases or other charges of a similar nature (“Additional Rents”) charged to Tenants under the Leases. Seller agrees to directly reimburse the applicable tenant (as practicable opposed to credit future rent) for the amounts of Additional Rent calculated by Seller as being due to such tenant for the calendar year 2005. With respect to any Additional Rent (including Additional Rent collected by Landlord for the period from January 1, 2006 through Closing) which is not finally adjusted between the landlord and any tenant under any Lease until after the Closing Date, then Purchaser shall submit to Seller, within thirty (30) days after the Additional Rents have been finally adjusted between landlord and the tenants, a supplemental statement covering any such Additional Rents or any other items which have been finally adjusted between the landlord and such tenants, containing a calculation of the adjustments of such Additional Rents. In the event Seller or the landlord is obligated to reimburse a tenant for Additional Rent for calendar year 2005 in an amount in excess of the amount paid by Seller as described above or with respect to Additional Rent paid during the period from January 1, 2006 through Closing, but in no event later than one hundred eighty then Seller shall reimburse Purchaser for such amount within thirty (18030) 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 changessupplemental statement. If Purchaser or the Purchaser and landlord recovers any Additional Rent from any tenant attributable to calendar year 2005 or the Seller cannot period from January 1, 2006 through Closing, 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 such amount to Seller the amount of such difference, or within thirty (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 (530) days of collecting such payments. With respect to each item of Additional Rent, each party will shall make available to the Final Settlement Dateother party during regular business hours the records relating to such items for inspection or audit by such party or its representatives.

Post-Closing Adjustments. As soon as reasonably practicable after the Closing, but in no event not later than one hundred eighty sixty (18060) days thereafterfollowing the Closing Date, Seller shall prepare and deliver to Purchaser Buyer a final settlement statement (the “Final Settlement Statement”) setting forth the each adjustment or payment that was not finally determined as of to the Closing Payment, and showing the calculation of such adjustments each adjustment, based, to the extent possible on actual credits, charges, receipts and the resulting Final Purchase Priceother items and in accordance with Section 2.2. Seller shall make its workpapers and other information supply reasonable documentation available to Purchaser to review in order to confirm the adjustments shown on Seller’s draftsupport any credit, charge, receipt or other item. As soon as reasonably practicable after but not later than the thirtieth (30th) day following receipt of the Final Settlement Statementsuch statement under this Section 2.8, 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 be made to make such statement. Buyer may not later contest or submit to the Independent Expert any amounts or adjustments that were not contested in such written report, which amounts or adjustments so omitted from such written report Buyer will be deemed to have agreed. If Buyer does not timely deliver such written report within such 30-day period, Buyer shall be deemed to agree with the adjustments set forth in such statement. The Parties shall undertake to agree on the final statement of the adjustments to the Closing Payment no later than one hundred and twenty (120) days after the Closing Date (such final statement as agreed or determined in accordance with this Section 2.8, the “Final Settlement Statement” and such final amount as agreed or determined in accordance with this Section 2.8, the “Final Settlement Amount”). In the event that the Parties cannot agree on the adjustments to the Closing Payment within one hundred and twenty (120) days after the Closing Date, the specific disputed items will be automatically referred to an independent expert of the Parties’ choosing with at least ten (10) years of oil and gas accounting experience for arbitration (the “Independent Expert”). If the Parties are unable to agree upon an Independent Expert within ten (10) days after written notice of a proposed Independent Expert is delivered by a Party to the other Party, then such Independent Expert shall be selected by any Federal District Court or State District Court Judge in Pittsburgh, Pennsylvania. The Independent Expert shall conduct the arbitration proceedings in Pittsburgh, Pennsylvania in accordance with the rules of the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Section 2.8. The Independent Expert’s determination shall be made within thirty (30) days after submission of the matters in dispute and shall be final and binding on both Parties, without right of appeal. In determining the Final Settlement StatementAmount, the Independent Expert shall not increase the Closing Payment more than the increase proposed by Seller, nor decrease the Closing Payment more than the decrease proposed by Buyer, as applicable. Any failure The Independent Expert shall act as an expert for the limited purpose of determining the specific disputed matters submitted by Purchaser any Party and may not award damages or penalties to deliver any Party with respect to any matter. Seller and Buyer shall each bear its own legal fees and other costs of presenting its case and indemnify and hold harmless the written report detailing Purchaserother Party with respect thereto. The Independent Expert shall also clearly state which Party’s proposed changes position that the Independent Expert found more persuasive in its decision-making process, and the other Party shall bear 100% of the costs and expenses of the Independent Expert. Within ten (10) days after the date on which the Parties agree (or are deemed to agree) on the Final Settlement Statement within sixty or the Independent Expert finally determines the disputed matters, as applicable, (60i) 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 Buyer shall pay to Seller the amount of such difference, or (b) by which the Final Purchase Price is less than Settlement Amount exceeds the Estimated Final Purchase Price, Closing Payment or (ii) Seller shall pay to Purchaser Buyer the amount of such difference, in either event by wire transfer in immediately available funds. which the Closing Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of exceeds the Final Settlement DateAmount, as applicable.

Post-Closing Adjustments. As soon as practicable In addition to the adjustments that may be required after Closing pursuant to Section 10.(j), Purchaser and Seller shall follow the procedures set forth in this Section 3.(g) to determine certain other adjustments that may be required after Closing: (i) No later than ninety (90) calendar 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 the Seller Representative a written report containing any changes statement (the "Final Closing Statement") calculating the Closing Date Indebtedness (the "Final Closing Date Indebtedness"), Seller Closing Costs (the "Final Seller Closing Costs") and Net Working Capital of the Target Companies as of the Closing Date, together with all supporting information in connection therewith (the "Final Net Working Capital"). The Final Closing Statement shall be determined in good faith and the Final Net Working Capital shall be calculated on a basis consistent with that used in the preparation of, and set forth in, the method for the calculation of Net Working Capital on Exhibit B. (ii) The Seller Representative shall, within thirty (30) calendar days following its receipt of the Final Closing Statement, agree or disagree therewith (the "Review Period"). During the Review Period, Purchaser proposes shall provide the Seller Representative with: (1) such information as may be reasonably requested by the Seller Representative with respect to make its review of the Final Closing Statement; and (2) reasonable access to the accounting personnel who prepared the Final Settlement Closing Statement; provided, that such information and access shall be provided in a manner that does not interfere with the normal business operations of Purchaser or the Target Companies. (iii) If the Seller Representative disagrees with the calculations thereon, it shall give written notice to Purchaser of such disagreement and any reason therefor within the Review Period. Should the Seller Representative fail to notify Purchaser of a disagreement prior to the end of the Review Period, the Seller Representative shall be deemed to agree with Purchaser's calculations set forth on the Final Closing Statement. Any failure by Purchaser If the Seller Representative timely objects to deliver to Seller the written report detailing Purchaser’s proposed changes to any item or calculation on the Final Settlement Closing Statement, the Seller Representative and Purchaser shall, during the fifteen (15) day period following the delivery of the Seller Representative's objection, attempt in good faith to resolve the matters on the Final Closing Statement to which the Seller Representative objected. In the event the Seller Representative and Purchaser cannot resolve all of such matters by the end of such fifteen (15) day period, they shall immediately refer the remaining matters in dispute to a nationally recognized accounting firm that is independent as to all parties and mutually agreed upon by the Seller Representative and Purchaser (the "Accounting Referee"). The Accounting Referee shall determine, based solely on written submissions by the Seller Representative and Purchaser and on the terms and provisions of this Agreement, and not by independent review, only those items and amounts in the Final Closing Statement still in dispute and set forth on the Seller Representative's original written objection notice. In resolving any disputed items, the Accounting Referee may not assign a value to any item greater than the greatest value for such item claimed by a party or less than the smallest value for such item claimed by a party. The Accounting Referee shall issue its determination with respect to such disputed items within sixty (60) calendar days following Purchaser’s receipt after such dispute is referred to the Accounting Referee. The Seller Representative on the one hand, and Purchaser on the other hand, shall bear all of their respective costs and expenses incurred in connection with the foregoing process, except that the fees and expenses of the Final Settlement Statement Accounting Referee hereunder shall be deemed an acceptance by split between the Seller Representative and Purchaser in such proportion as the Accounting Referee shall determine based on the relative merit of the Final Settlement Statement as submitted position of the parties and absent any such determination the fees of the Accounting Referee shall be shared equally between the Seller Representative, on the one hand, and Purchaser, on the other hand. This provision shall be specifically enforceable by Seller. The parties the Seller Representative and Purchaser and the decision of the Accounting Referee in accordance with the provisions hereof shall agree be final and binding 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 matters so arbitrated and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement there shall be submitted to a mutually agreed firm no right of independent public accountants appeal therefrom. (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding iv) If, based on the parties hereto and shall be enforceable against any party hereto calculations as finally determined in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to accordance with 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 event3.(g), (a1) (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 Date Indebtedness is less than the Estimated Closing Date Indebtedness, (B) the Final Purchase PriceSeller Closing Costs are less than the Estimated Seller Closing Costs, or (C) the Final Net Working Capital is greater than the Estimated Net Working Capital, Purchaser shall pay or cause to be paid to the Seller Representative an amount equal to such amounts on a dollar-for-dollar basis, or (2) (A) the Final Closing Date Indebtedness is greater than the Estimated Closing Date Indebtedness; (B) the Final Seller Closing Costs are greater than the Estimated Seller Closing Costs; or (C) the Final Net Working Capital is less than the Estimated Net Working Capital, Seller shall pay to Purchaser an amount equal to such amounts on a dollar-for-dollar basis, which obligation shall be a direct, joint and several obligation of Sellers, and shall not be subject to the amount indemnification procedures set forth in Section 17.(d). (v) Final amounts due hereunder shall be paid no later than ten (10) Business Days following the Seller Representative's agreement with Purchaser's calculation of any adjustments set forth above, or in the event of a disagreement, following the resolution of such differencedisagreement by written agreement of Purchaser and the Seller Representative, in either event or the determination of the Accounting Referee. Such amounts shall be paid by wire transfer in of immediately available fundsfunds to the account identified in writing by the recipient of such payment. Payment by Purchaser or Seller, as the case may be, Any adjustment made in connection with this Section 3.(g) shall be within five (5) days treated as an adjustment to the Purchase Price of the Final Settlement Dateapplicable Acquired Interests for U.S. federal income Tax purposes.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event (a) Not later than one hundred eighty (180) days thereafterthe Saturday following the Effective Date, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement "Closing Statement”") setting forth each adjustment or payment that was not finally determined prepared in accordance with Seller's customary practices and procedures used in preparing financial statements, substantially in the form of Exhibit B to this Agreement, which shall be completed as of the Closing close of business on the Effective Date and showing be 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 basis of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver payment to Seller a written report containing any changes that Purchaser proposes be made to make to Purchaser's account by 2:00 p.m. on the Final Settlement Statement. Any failure by Purchaser to deliver to Seller first business day following 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 Effective Date (the “Accounting Firm”"Settlement Payment"). 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 parties shall cooperate in the Final Purchase Price is less than preparation of an adjusted closing statement within 30 days after the Estimated Final Purchase PriceEffective Date which shall be prepared in accordance with Seller's customary practices and procedures used in preparing financial statements, substantially in the form of Exhibit C to this Agreement (the "Adjusted Closing Statement"), which Adjusted Closing Statement shall be prepared as of the close of business on the Effective Date. On the business day after Purchaser and Seller agree to the Adjusted Closing Statement, or Purchaser and Seller receive notice of any determination of the Adjusted Closing Statement under subsection (c) (the "Adjusted Settlement Date"), Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by (or Purchaser or shall pay to Seller, as the case may be) an amount (the "Adjustment Payment") equal to the amount due stated on the Adjusted Closing Statement, plus interest from the day after the Effective Date until the calendar day before the Adjustment Payment is made at a rate per annum 4 (calculated daily based on a 360-day year) equal to the Federal Funds Rate. (c) If the parties are unable to agree on the Adjusted Closing Statement within 30 days after the Effective Date, either party may submit the matter to a firm of certified public accountants mutually agreeable to Seller and Purchaser (the "Mediator"), which shall determine all disputed portions of the Adjusted Closing Statement in accordance with the terms and conditions of this Agreement within 30 days after the submission. The parties shall each pay half of the fees and expenses of the Mediator, except that the Mediator may assess the full amount of its fees and expenses against either party if it determines that party negotiated the Adjusted Closing Statement in bad faith. The Adjusted Closing Statement, as agreed upon by the parties and/or determined under this subsection, shall be within five final and binding upon the parties. (5d) days The Settlement Payment and the Adjustment Payment shall each be made by wire transfer of immediately available funds to the account of the Final Settlement Dateparty receiving the payment, which account shall be identified by the party receiving the funds to the other party not less than two business days prior to such payment.

Post-Closing Adjustments. (a) As soon as practicable reasonably practical after the Closing, but in no event later more than one hundred eighty forty five (18045) calendar days thereafterafter the Closing Date, Seller Purchaser shall prepare and deliver to Purchaser Sellers Representative a final settlement statement schedule (the “Final Settlement Statement”"Adjustment Report") setting forth each adjustment or payment that was not finally determined as showing the computation of the Closing and showing Marketable Securities Adjustment, the calculation of such adjustments Excess Marketable Securities Proceeds Adjustment, the Dividends Paid Adjustment, Miscellaneous Asset Adjustment and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review The procedures for calculating the Adjustment Report are set forth in order to confirm the adjustments shown on Seller’s draft. As soon as practicable Section 1.7 of Sellers Disclosure Schedule. (b) Within forty-five (45) calendar days after receipt of the Final Settlement StatementAdjustment Report, but the Sellers Representative may, by written notice to Purchaser, object to the Adjustment Report. If the Sellers Representative shall not object thereto in no event later than sixty writing within such forty-five (6045) days thereaftercalendar day period, the calculations on the Adjustment Report shall become final and shall not be subject to further review, challenge or adjustment absent fraud. The Sellers Representative may in good faith object to the Adjustment Report within such forty-five (45) calendar day period by delivering a written notice of his objection (the "Objection Notice") to the Purchaser: (i) setting forth the items being disputed and the reasons therefor, and (ii) specifying the Sellers Representative's calculation of the figures on the Adjustment Report. In connection with the preparation of the Objection Notice (and any subsequent submissions to the Arbiter), Purchaser shall deliver grant the Sellers Representative and his accountants and other representatives reasonable access to Seller a written report containing any changes that Purchaser proposes to make to all of the Final Settlement Statementbooks and records of COTC Companies. Any failure by Purchaser delay in granting access to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty all such books and records shall accordingly extend such forty-five (6045) days following Purchaser’s receipt calendar day period for delivery of the Final Settlement Statement Objection Notice. (c) For thirty (30) calendar days after delivery of the Objection Notice, Purchaser and Sellers Representative shall attempt to resolve all disputes between them regarding the Adjustment Report. If Purchaser and the Sellers Representative cannot resolve all such disputes within such thirty (30) day period, the matters in dispute shall be deemed determined by an acceptance by Purchaser of accounting firm mutually acceptable to them to resolve the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to remaining objections (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"Arbiter"). If the Purchaser and the Seller Sellers Representative are unable to agree on the choice of an accounting firm, they will select a nationally-recognized accounting firm by lot after excluding their respective regular outside accounting firms. Subject to Section 1.7(d), any advance retainer and any periodic payments to the Arbiter shall be advanced equally by Purchaser and Sellers. Promptly, but not later than forty-five (45) days after the acceptance of its appointment, the Arbiter shall determine (based solely on presentations by the Sellers Representative and Purchaser to the Arbiter and not by independent review) only those items in dispute and shall render a report as to its resolution of such items and the resulting calculation of the Adjustment Report. For purposes of the Arbiter's determination, the amounts to be included shall be the amounts from the Adjustment Report as to items that are not in dispute, and the amounts determined by the Arbiter, as to items that are submitted for resolution by the Arbiter. In resolving any disputed item, the Arbiter must select the Adjustment Report proffered by the Purchaser or the Adjustment Report proffered by the Sellers Representative (and cannot then agree substitute the Arbiter's own judgment) based upon the Final Settlement Statement, position the Arbiter determines to be closest to the correct amount. Purchaser and the Sellers shall cooperate with the Arbiter in making its 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 and such determination by the Accounting Firm shall be conclusive and binding upon the Purchaser and the Sellers. (d) The fees and expenses of the Arbiter shall be paid by the party (the "Losing Party") whose Final Purchase Price (as reported on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred Adjustment Report with respect to the Purchaser or on the Objection Notice with respect to the Sellers) is furthest from the Final Purchase Price as determined by the Accounting Firm pursuant Arbiter. If the other party (the "Prevailing Party") has advanced or provided a portion of the Arbiter's fees and costs as provided above in Section 1.7(c), the Losing Party shall reimburse the Prevailing Party for such fees and costs within ten (10) Business Days of the Arbiter's final decision. (e) Within five (5) Business Days after the determination of the Final Purchase Price: (i) If the Final Purchase Price is greater than the Purchase Price, then Purchaser shall pay or shall cause to this Section 12.1 shall be borne paid to each Seller of Common Stock, such Seller's pro rata share (based on the percentage allocations for Common Stock specified on Schedule A) of the amount 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 exceeds the “Final Settlement DatePurchase Price.” In the event (aii) 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 the Final Purchase Price is less than the Estimated Purchase Price, then each Seller of Common Stock shall pay or shall cause to be paid to Purchaser such Seller's pro rata share (based on the percentage allocations for Common Stock specified on Schedule A) of the amount by which the Purchase Price exceeds the 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 Immediately after the Closing, but in at no event later than one hundred eighty (180) days thereaftercost to the Sellers, Seller shall prepare and deliver to Purchaser Holdings will have prepared by Ernst & Young LLP a final settlement statement (balance sheet of the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined Company as of the Closing and showing the Date, together with a calculation of such adjustments DFCE at the Closing Date (the "Closing Financials and Computations"). The Closing Financials and Computations will include a calculation of the Additional Purchase Price Amount described in Exhibit 1.4 hereto ("Additional Purchase Price Amount"). The Closing Financials and Computations will be completed within 120 business days after the Closing Date and delivered to the Sellers for review. If the Sellers have any objections to or otherwise dispute the Closing Financials and Computations, the parties agree that the provisions of Section 12.7 hereof will apply in resolving said dispute. Immediately after the completion of the Closing Financials and Computations, and the resulting Final Purchase Price. Seller shall make its workpapers review 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 acceptance of the Final Settlement Statementsame by the Sellers, but or, if applicable the resolution in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing accordance herewith of any changes that Purchaser proposes to make to dispute between 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 Closing Financials and Computations, the parties agree that the Reserve Amount, or portions thereof, shall be retained by PurchaserHoldings to satisfy any deficiency in the DFCE requirement described in Section 1.4(a) above (the "Deficiency"). Immediately thereafter, Holdings shall pay to the Sellers the remaining Reserve Amount, if any, no later than sixty (60) days after Seller receives from Purchaser or all of the written report described above containing Purchaser’s proposed changes. If the Purchaser Reserve Amount, if appropriate and the Seller canAdditional Purchase Price Amount, together with interest on said refunded Reserve Amount, if any, and the Additional Purchase Price Amount calculated from the Closing Date at a rate of interest equal to the rate of interest in effect at Closing for 90-day United States Treasury obligations. To the extent that the Deficiency at Closing exceeds the Reserve Amount, such Deficiency shall not then agree upon the Final Settlement Statementconstitute Damages (hereinafter defined in Article XI), the determination of the amount of the Final Settlement Statement but shall be submitted immediately due and payable to a mutually agreed firm of independent public accountants (Holdings in cash by the “Accounting Firm”)Sellers. The determination by the Accounting Firm term "Reserve Amount" shall mean $500,000, which amount shall be conclusive retained by Holdings 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 disbursed 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 DateAgreement.” 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. (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. (a) As soon promptly as practicable after the Closingpracticable, but in no event later than one hundred eighty (180) 30 days thereafterafter the Closing Date, Seller Buyers shall prepare and deliver to Purchaser the Seller Representative a final settlement statement schedule (the “Final Settlement StatementBuyers’ Closing Schedule”) setting forth each adjustment in reasonable detail Buyers’ calculation of Adjusted Net Worth. Buyers will give the Seller Representative (or payment that was its representatives) reasonable access to any computations and workpapers used in connection with the preparation of Buyers’ Closing Schedule. Buyers’ calculation of Adjusted Net Worth shall be prepared in accordance with GAAP, this Section 1.4 and the definition of Adjusted Net Worth. If Buyers employ a firm of independent accountants in connection with the preparation of Buyers’ Closing Schedule, Buyers shall cause such independent accountants to give reasonable access to the Seller Representative (or its representatives) to any computations and workpapers used in the preparation of Buyers’ Closing Schedule subject, in the case of accountants’ workpapers, to execution of a customary access agreement by the Seller Representative (or its representatives) if required by such independent accountants. On not finally determined as less than 5 days prior written notice, Buyer will also give the Seller Representative (and its representatives) access, during the normal business hours of Buyers and the Companies, to all personnel, books and records of the Companies as reasonably requested by the Seller Representative to assist it, if applicable, in the preparation of Sellers’ Dispute Notice (as defined below). The Seller Representative and its representatives shall be permitted to ask questions of and receive answers from Buyers and the Companies and request such other books and records of the Companies as is reasonably requested by them to assist them in the review of Buyers’ Closing and showing Schedule. The Seller Representative will deliver to Buyers a notice (“Sellers’ Dispute Notice”) within 30 days after receiving Buyers’ Closing Schedule if the Seller Representative believes that Buyers’ calculation of such adjustments Adjusted Net Worth as set forth in Buyers’ Closing Schedule (i) has not been prepared in accordance with GAAP, this Section 1.4 and the resulting Final Purchase Pricedefinition of Adjusted Net Worth or (ii) is not mathematically correct, which notice shall set forth in reasonable detail all disputed items, the basis for such disagreement, the dollar amounts involved (the “Disputed Items”) and the Seller Representative’s calculation of Adjusted Net Worth. The Seller Representative will give Buyers (or their representatives) reasonable access to any computations and workpapers used by the Seller Representative or its representatives in connection with the review of Buyers’ Closing Schedule or the preparation of Sellers’ Dispute Notice, subject, in the case of accountants’ workpapers, to execution of a customary access agreement by Buyers (or their representatives) if required by such accountants. Buyers and their representatives shall make its workpapers be permitted to ask questions of and receive answers from any Person necessary including, without limitation, the Seller Representative and request such other information available books as are reasonably requested by Buyers to Purchaser to assist it in the review in order to confirm the adjustments shown on Seller’s draftof Sellers’ Dispute Notice. 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 The 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 Representative shall be deemed an acceptance to have agreed with all other items other than the Disputed Items contained in Buyers’ Closing Schedule, and if no Sellers’ Dispute Notice is received by Purchaser Buyers within such 30-day period, Buyers’ calculation of Adjusted Net Worth as set forth in Buyers’ Closing Schedule shall be final and binding upon the Final Settlement Statement as submitted parties hereto. (b) Upon receipt by SellerBuyers of Sellers’ Dispute Notice, if any, the Seller Representative and Buyers shall negotiate in good faith to resolve any disagreement with respect to Adjusted Net Worth set forth in Sellers’ Dispute Notice. The parties shall To the extent Buyers and the Seller Representative are unable to agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) Adjusted Net Worth within 30 days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser receipt by Buyers of Sellers’ Dispute Notice, Buyers and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement Representative shall be submitted to jointly engage a mutually agreed acceptable nationally recognized public accounting firm of independent public accountants (the “Accounting Firm”). The determination by ) and promptly submit any unresolved Disputed Items (and their respective proposed calculations) to the Accounting Firm for a binding resolution (it being understood the Accounting Firm shall be conclusive functioning as an expert and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdictionnot an arbitrator). Any costs The reasonable fees and expenses incurred by of the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and party whose calculation of the Purchaser equally. The date upon which such agreement aggregate dollar amount of all Disputed Items is reached or upon which the Final Purchase Price is established, shall be herein called furthest from 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 aggregate dollar amount of such difference, orDisputed Items as finally determined by the Accounting Firm. (bc) The Seller Representative and Buyers shall instruct the Final Purchase Price Accounting Firm to render its decision resolving the Disputed Items within 30 days after its engagement. Buyers, Sellers and the Seller Representative agree that the determination of the Accounting Firm shall be final and binding upon the parties absent manifest error and that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party or parties against which such determination is to be enforced. The Accounting Firm shall determine, based solely on presentations by Buyers and the Seller Representative and their respective representatives, and not by independent review, only those Disputed Items and shall prepare a written report as to the dispute and the resulting calculation of Adjusted Net Worth which shall be conclusive and binding upon the parties absent manifest error. In resolving any Disputed Item, the Accounting Firm: (x) shall be bound by the principles set forth in this Section 1.4 and the definition of Adjusted Net Worth, (y) shall limit its review to matters specifically set forth in Buyers’ Closing Schedule and Sellers’ Dispute Notice, and (z) shall further limit its review solely to whether the Buyers’ Closing Schedule is mathematically accurate and has been prepared in accordance with GAAP and this Section 1.4. The determination of the Accounting Firm for any Disputed Item cannot, however, be in excess of, nor less than than, the Estimated Final Purchase Pricegreatest or lowest value, Seller shall pay respectively, claimed for that particular item in the proposed calculations submitted to Purchaser the amount Accounting Firm. (d) Within 15 days after the final determination of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser Adjusted Net Worth Buyers or Sellerthe Sellers, as the case may be, shall be within five make the following payments: (5i) days In the event that Adjusted Net Worth is equal to or greater than Target Net Worth and the Cash of the Final Settlement DateCompanies on the Closing Date is greater than $2,500,000, Buyers shall make a cash payment to Sellers in an amount equal to $1.00 for every $1.00 that the Cash of the Companies on the Closing Date exceeds $2,500,000, together with simple interest thereon at the Prime Rate as of the opening of business on the Closing Date computed from the Closing Date until the date of payment; (ii) In the event that Adjusted Net Worth is equal to or greater than Target Net Worth, Buyers shall make a cash payment to Sellers in an amount equal to $0.50 for every $1.00 that Adjusted Net Worth is greater than Target Net Worth, together with simple interest thereon at the Prime Rate as of the opening of business on the Closing Date computed from the Closing Date until the date of payment; provided, that for purposes of this paragraph, the maximum Adjusted Net Worth to be taken into account shall be $42,000,000; and (iii) In the event that Adjusted Net Worth is less than Target Net Worth, Sellers shall make a cash payment to Buyers, within 15 days after the final determination of Adjusted Net Worth, in an amount equal to such deficiency, together with simple interest thereon at the Prime Rate as of the opening of business on the Closing Date computed from the Closing Date until the date of payment. (e) For the purposes of this Section 1.4, “Target Net Worth” shall be defined as an amount equal to $32,000,000 plus $2.00 for every $1.00 that the Cash of the Companies on the Closing Date is less than $2,500,000, but in no event shall “Target Net Worth” be in excess of $37,000,000.

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 provide Purchaser with: (i) final Schedules 3.4 (Deposits) and 3.6 (Deposit-Related), that shall accurately reflect the related balances, including Accrued Interest thereon, as of the Close of Business on the Closing Date, (ii) a final 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) a final Schedule 9.3(a)(ii) that shall accurately reflect the amount of Net Prepaid Expenses 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 and showing Exhibit L, which shall show the calculation of such adjustments and the resulting Final Purchase Pricefinal payment amount as based on the final schedules delivered pursuant to this Section. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments The 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 (60the "Final Payment Amount") days shall be made in the following Purchaser’s receipt of manner: if the Cash Payment shall have been greater than 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 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 fundsa credit or charge to the Correspondent Account for the Final Payment Amount 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 Federal Funds Rate. Payment by Purchaser or Seller, as the case may be, The Final Settlement Statement shall be within final and binding upon Purchaser five (5) business days after delivery unless Purchaser gives written notice to Seller with respect to its disagreement with respect to any item contained in the statement. Seller and Purchaser shall use their reasonable efforts to resolve any disagreement during the ten-day period following receipt by Seller of such notice. If the disagreement is not resolved within such ten-day period, the accounting firm of Ernst & Young LLP shall resolve such dispute, the Final Settlement DateStatement shall be modified and shall thereafter be deemed final and binding. Purchaser and Seller shall share equally in the cost of any accountant unless the adjustment in the Final Settlement Statement does not increase Seller's payment to Purchaser, in which case all costs of such accountant shall be borne by Purchaser. If Purchaser disputes the conclusion of Ernst & Young, the dispute shall be resolved by a national accounting firm that serves as principal independent public accountant for neither Purchaser nor Seller. If the independent accountant concludes that Ernst & Young was correct, or calculates a payment more favorable to Seller, the fees of both Ernst and Young and such independent public accountant shall be borne by Purchaser. If there is an adjustment in the Final Settlement Statement because of any such disagreement, appropriate charges or credits shall be made to the Correspondent Account to reflect payment of the adjustment.

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 Xxxxxxx’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 Xxxxxxx’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 Xxxxxxx 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 (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(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 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 shall have the right to offset its obligation under the Notes by any sums which may be due and owing by Seller to Purchaser under Paragraph 4 and this Paragraph 14.

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. (a) As soon promptly as practicable after the Closingpracticable, 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 Closing Date, OpCo shall: (i) prepare, in accordance with the Purchaser Agreed Accounting Principles and in good faith, a balance sheet with respect to the Seller cannot then agree upon Company as of the Final Settlement Statement, close of business on the determination of last Business Day preceding the Closing Date (the “Preliminary Closing Balance Sheet”); (ii) determine the amount of the Final Settlement Statement Closing Consideration (the “Preliminary Closing Consideration”) and each component thereof in reasonable detail in accordance with the provisions of this Agreement; and (iii) deliver to Buyer the Preliminary Closing Balance Sheet and a calculation of the Preliminary Closing Consideration (the “Preliminary Accounting Report”). (b) Following receipt of the Preliminary Accounting Report, Buyer may review the same and, within forty-five (45) days after the date of such receipt (the “Notice Period”), may deliver to Seller written notice setting forth its objections (if any) to the Preliminary Closing Balance Sheet and the computation of the Preliminary Closing Consideration as set forth in the Preliminary Accounting Report, together with a summary of the reasons therefor and calculations which, in its view, are necessary to eliminate such objections. In the event Buyer does not object to the Preliminary Closing Consideration within the Notice Period, the Preliminary Closing Balance Sheet and the Preliminary Closing Consideration set forth in the Preliminary Accounting Report shall be submitted final and binding as the “Closing Balance Sheet” and the Closing Consideration, respectively, for purposes of this Agreement but, subject to a mutually agreed Section 9.7, shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement. (c) In the event Buyer so objects to the Preliminary Closing Balance Sheet or the Preliminary Closing Consideration within the Notice Period, Buyer and Seller shall use reasonable efforts to resolve by written agreement (the “Agreed Adjustments”) any differences properly set forth in such notice as to the Preliminary Closing Balance Sheet and the Preliminary Closing Consideration and, in the event Buyer and Seller so resolve all such differences, the Preliminary Closing Balance Sheet and the Preliminary Closing Consideration set forth in the Preliminary Accounting Report as adjusted by the Agreed Adjustments shall be final and binding as the Closing Balance Sheet and the Closing Consideration, respectively, for purposes of this Agreement but, subject to Section 9.7, shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement. (d) In the event any objections raised by Buyer are not resolved by Agreed Adjustments within the thirty (30) day period next following the delivery of any objections notice by Buyer pursuant to Section 1.4(b), then Buyer and Seller shall submit the objections that are then unresolved to PricewaterhouseCooopers LLP or another national accounting firm of independent public accountants acceptable to both Buyer and Seller (the “Accounting Firm”), and such firm shall be directed by Buyer and Seller to resolve the unresolved objections (based solely on the presentations by Buyer and Seller as to whether any disputed matter had been determined in a manner consistent with the Agreed Accounting Principles and this Agreement) as promptly as reasonably practicable and to deliver written notice to each of Buyer and Seller setting forth its resolution of the disputed matters. The determination Preliminary Closing Balance Sheet and the Preliminary Closing Consideration, after giving effect to any Agreed Adjustments and to the resolution of disputed matters by the Accounting Firm Firm, shall be conclusive final and binding on as the Closing Balance Sheet and the Closing Consideration, respectively, for purposes of this Agreement but, subject to Section 9.7, shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement. (e) The parties hereto shall make available to Buyer, Buyer’s accountants, Seller, Seller’s accountants and, if applicable, the Accounting Firm such books, records and shall be enforceable against other information (including work papers) as any party hereto in of the foregoing may reasonably request to prepare, review or analyze the Preliminary Accounting Report or any court of competent jurisdiction. Any costs and expenses incurred by matters submitted to the Accounting Firm pursuant to this Section 12.1 1.4. The fees and expenses of the Accounting Firm shall be borne allocated between Seller, on the one hand, and Buyer, on the other hand, in proportion to the amount unsuccessfully disputed by each party (as determined 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 (aAccounting Firm) 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 a fraction of the Final Settlement Datetotal amount in dispute.

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, 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 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 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”)Closing Date. The determination final agreed price paid by Buyer to Seller for the Accounting Firm shall be conclusive and binding on Assets after all adjustments is hereinafter referred to as 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 from a list of three (3) such 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 borne one-half (51/2) days by each of the Final Settlement DateBuyer and Seller.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty (180a) Within seventy-five (75) 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, the Assumed Bonus Amount, the Transaction Expenses, the Business Indebtedness and the Cash Balance and based on such amounts, the Cash Payment (the “Final Settlement Closing Statement”) setting forth each adjustment or payment that was not finally determined ), which statement shall be derived from a balance sheet of the Business as of the Effective Time, prepared in accordance with GAAP and consistent with past practice, except for the use of accounting practices, principles and methodologies reflected in Section 2.7(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 it shall neither alter nor destroy any of the Books and Records on which the Closing Statement is to be based. (60b) Seller shall, within forty-five (45) days thereafterafter the delivery by Buyer of the Closing Statement (“Seller’s Review Period”), Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to complete its review of Net Working Capital, the Final Settlement Assumed Bonus Amount, the Transaction Expenses, the Business Indebtedness and the Cash Balance and based on such amounts, the Cash Payment reflected on the 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, 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”); provided, that Seller may not deliver more than one Seller’s Objection and may not amend its Seller’s Objection once it has been delivered to Buyer. The Seller’s Objection shall set forth a specific description of the Final Settlement basis of Seller’s Objection and the specific adjustments to Net Working Capital, the Assumed Bonus Amount,Business Indebtedness, Transaction Expenses and/or Cash Balance 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 and shall be final and binding. Buyer shall provide Seller and its accountants full access to the Books and Records, any other information, including the work papers of its accountants, and to any employees, to the extent necessary for Seller to prepare the Seller. The parties shall agree ’s Objection, if any. (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 2.7(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) The CPA Firm shall 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 expenses relating to the engagement of the CPA Firm shall be allocated between Buyer and Seller so that Seller’s share of such costs 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 expenses 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 2.7(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 2.7(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) Cash Payment, as reflected on the Final Settlement DateClosing Statement minus (y) the Estimated Cash Payment. 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 2.7 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 after (a) Subsequent 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 Principal Amount of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller Note 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 be adjusted 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 follows: within sixty (60) days following Purchaser’s receipt the Closing Date, the Buyer's independent certified public accountants shall (i) perform a post-closing review of the Final Settlement Statement Inventory, and shall be deemed an acceptance by Purchaser arrive at the actual net book value of the Final Settlement Statement as submitted Inventory (the "Inventory Audit Amount"), and (ii) 1. The Seller Parties shall have the right to dispute the determination of the Audit Amount and/or the Fabric Inventory Audit Amount made by Sellerthe Buyer's certified independent public accountants by delivery of a written objection to the Buyer pursuant to Section 12.1 within ten business days following delivery of the Audit Notice. The parties shall agree negotiate in good faith to resolve such dispute. In the event such dispute is resolved, or with respect to any portion of the changes proposed dispute so resolved, then the Principal Amount of the Note shall be adjusted as provided in Section 3.3(b). If such dispute is not resolved by Purchasernegotiation, then it shall be resolved pursuant to Section 3.3(c). (b) If the Estimated Inventory exceeds the Audit Amount, then the difference between the Estimated Inventory and the Audit Amount shall be subtracted from the Principal Amount of the Note and such reduced Principal Amount shall be paid pursuant to the terms of the Note. However, if the Audit Amount exceeds the Estimated Inventory, then the difference between the Audit Amount and the Estimated Inventory shall be added to the Principal Amount of the Note and such increased Principal Amount shall be paid pursuant to the terms of the Note. In addition to the foregoing, the Principal Amount of the Note shall be further reduced by the amount of the Fabric Inventory Audit Amount. (c) In the event the dispute regarding the Audit Amount cannot be resolved by negotiation, (i) the undisputed portion of the Inventory Audit Amount, if any, no later than sixty (60) days after Seller receives from Purchaser shall increase or reduce 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 Principal Amount of the amount Note as provided in Section 3.3(b), (ii) the Fabric Inventory Audit Amount, whether or not disputed, shall reduce the Principal Amount of the Final Settlement Statement Note provided in Section 3.3(b), and shall not be submitted to paid unless so determined through a mutually agreed firm of independent public accountants (the “Accounting Firm”). The final determination by a court of competent jurisdiction, (iii) any disputed portion of the Accounting Firm Inventory Audit Amount which would result in a reduction in the Principal Amount of the Note pursuant to Section 3.3(b) shall be conclusive and binding on reduce the parties hereto Principal Amount of the Note pursuant to Section 3.3(b), and shall not be enforceable against paid unless so determined through a final determination by a court of competent jurisdiction, and (iv) any party hereto disputed portion of the Inventory Audit Amount which would result in an increase in the Principal Amount of the Note pursuant to Section 3.3(b) shall not alter the Principal Amount of the Note in any way until confirmation by a final determination by a court of competent jurisdiction. Any costs and expenses incurred by amount of the Accounting Firm pursuant to this Section 12.1 Note which is not in dispute 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 according to its terms.” 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 On or before 120 days after the Closing, but in no event later than one hundred eighty (180) days thereafterSeller 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 adjustments adjustment 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 4.6, any Environmental Defects Remediated pursuant to Section 5.5, any adjustments for Required Consents or preferential rights that have not been obtained under Section 4.9 or 4.10, and other information available the outcome of any arbitration under Section 4.7 or Section 5.6 that is completed prior to Purchaser to review in order to confirm the adjustments shown on Seller’s draftFinal Settlement Date. 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 by that date 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) 15 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, Purchaser Buyer shall pay to Seller the amount of such difference, or (b) difference pursuant to Section 2.1. If the Final Purchase Price is less than the Estimated Final Purchase PriceClosing Amount, 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 Business Days after the Final Settlement Date.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty (180) on or before 120 days thereafterafter Closing, Seller shall prepare and deliver to Purchaser a Buyer the final settlement statement (the “Final Settlement Statement”"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. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm final purchase price (the adjustments shown on Seller’s draft"FINAL PURCHASE PRICE"). As soon as practicable after receipt of the Seller's proposed Final Settlement Statement, but in no 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 by that date shall be deemed an acceptance by Purchaser Buyer of the Final Settlement Statement as submitted by Seller. The parties shall 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 to 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 for a transaction shall be herein called the “Final Settlement Date"FINAL SETTLEMENT DATE.” In the event" If (a1) the Final Purchase Price is more than the Estimated Final Purchase PriceClosing Amount, Purchaser Buyer shall pay to Seller the amount of such difference, or or (b2) the Final Purchase Price is less than the Estimated Final Purchase PriceClosing Amount, Seller shall pay to Purchaser Buyer 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 $50,000, by check. 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 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, Seller receives shall deliver to Purchasers a consolidated unaudited balance sheet of the Companies dated as of the Closing Date (the "CLOSING DATE BALANCE SHEET") prepared in accordance with GAAP on a basis consistent with the unaudited Interim Financial Statements and in accordance with the following accounting protocols: (i) the accounts entitled "due from Purchaser DST" and "taxes payable/receivable" will have a zero balance on the written report described above containing Purchaser’s proposed changes. If Closing Date Balance Sheet, and (ii) the Purchaser and account entitled "deferred taxes" will not necessarily have a zero balance. (b) In the Seller cannot then agree upon the Final Settlement Statement, the determination of event that the amount of Defined Working Capital reflected on the Final Settlement Statement Closing Date Balance Sheet is less than the Minimum Defined Working Capital, Seller shall pay to the Purchasers, by wire transfer of immediately available funds, the amount necessary to achieve the Target Defined Working Capital as of the Closing Date. In the event that the amount of Defined Working Capital reflected on the Closing Date Balance Sheet is greater than the Maximum Defined Working Capital, Purchasers shall pay to Seller, by wire transfer of immediately available funds, the amount by which the Defined Working Capital exceeds the Target Defined Working Capital as of the Closing Date. Any payments required pursuant to this subparagraph (b) shall be submitted made within thirty (30) days following the delivery by Purchasers of the Closing Date Balance Sheet, unless a Dispute Notice (defined below) is delivered. (c) If, within thirty (30) calendar days after the date of delivery to Purchasers of the Closing Date Balance Sheet, Purchasers dispute the amount of Defined Working Capital reflected therein, Purchasers will give written notice to Seller within such thirty (30) calendar day period specifying in reasonable detail Purchasers' basis for its dispute (a "DISPUTE NOTICE"). In its review of the Closing Date Balance Sheet, Purchasers shall have reasonable access to Seller's work papers relating thereto and Seller's accountants, subject to whatever releases and indemnifications that may be requested by such accountants. In the event that Purchasers notify Seller in writing that it has accepted the Closing Date Balance Sheet, or in the event that Purchasers do not issue a Dispute Notice within thirty (30) calendar days of delivery of the Closing Date Balance Sheet, then the Closing Date Balance Sheet shall become the final and binding upon the parties for purposes of any adjustment required pursuant to Section 2.14(b). (d) If Purchasers deliver a Dispute Notice to Seller within such 30-day period, Seller and Purchasers shall work together in good faith to seek to resolve the dispute over the correct amount of Defined Working Capital. If Seller and Purchasers are unable to resolve their disagreement within 15 calendar days after delivery of a Dispute Notice by Purchasers, the dispute shall be referred for determination to a mutually agreed nationally known firm of independent public accountants (an "ACCOUNTING FIRM") mutually selected by Seller and Purchasers (the “Accounting Firm”)"DISPUTE ACCOUNTANTS") as promptly as practicable. In the event that Seller and Purchasers are unable to agree on the Dispute Accountants, then the Parties agree to retain KPMG, LLP. The Dispute Accountants will make a determination as to the correct amount of Defined Working Capital, which determination will be (a) in writing, (b) furnished to each of Seller and Purchasers as promptly as practicable after the dispute has been referred to the Dispute Accountants, (c) made in accordance with this Agreement, and (d) conclusive and binding. Seller and Purchasers will use reasonable commercial efforts to cause the Dispute Accountants to render their decision within thirty (30) days of submitting such dispute and shall promptly comply with all reasonable written requests for information, books, records and similar items. Neither party will disclose to the Dispute Accountants, and the Dispute Accountants will not consider for any purpose, any settlement offer made by either party. Any payments required upon the determination by the Accounting Firm Dispute Accountants shall be conclusive and binding on made within ten (10) days following such determination. (e) Purchasers shall pay the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs fees and expenses incurred charged by the Accounting Firm any Dispute Accountant retained hereunder, unless any payment required to be made by Seller pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon 2.14 is greater than $250,000, in 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, case 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 Datefees and expenses.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller Connector shall prepare and deliver to Purchaser a final settlement statement the Management Stockholders, within one hundred twenty (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 (60120) 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 end of the amount of the Final Settlement Statement shall be submitted to each fiscal year in which 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 closing pursuant to this Section 12.1 4.2 occurs, a post closing statement (the "Post Closing Statement"). The Post Closing Statement shall set forth, for the fiscal year in which such closing occurred, calculations relating to (a) any normal, year-end adjustments and (b) any additional adjustments in connection with the annual audit conducted by the Company's independent certified public accountants (together, the "Post Closing Adjustments"), which would, after giving effect to such adjustments, result in an EBITA (the "Adjusted EBITA") that differs from the EBITA on which the Purchase Price for the Management Shares was originally based (the "Closing EBITA") by more than Five Hundred Thousand Dollars ($500,000) (the "Threshold Amount"). For the purposes of this Section, the Post Closing Adjustments shall be applied to all four fiscal quarters used in the EBITA calculation, regardless of whether a fiscal quarter falls in a different fiscal year. With respect to an Accelerated Closing, Connector shall have the option of following the procedure set forth above, or, in the alternative, engaging the Company's independent certified public accountants to conduct an audit of the Company's financial statements for the twelve (12) consecutive accounting months for which the Closing EBITA was determined. If the findings of such audit would result in an EBITA (also referred to herein as the "Adjusted EBITA") that differs from the Closing EBITA by more than the Threshold Amount, then Connector shall deliver to the Management Stockholders a Post Closing Statement describing such findings. Should the Adjusted EBITA differ from the Closing EBITA by more than Five Hundred Thousand Dollars ($500,000), then the cost of the audit by the Company's independent certified public accounts shall be borne equally among the Management Stockholders who sold Shares in the Accelerated Closing; provided, however, that the costs of an audit shall be borne by the Seller and Management Stockholder only with respect to an Accelerated Closing. Should the Purchaser equally. The date upon which such agreement is reached or upon which Adjusted EBITA differ from the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is Closing EBITA by more than the Estimated Final Threshold Amount, either in connection with a scheduled closing under this Section 4.2, or in the case of an Accelerated Closing, the Adjusted EBITA shall be used to calculate a new Purchase Price (the "Adjusted Purchase Price"), Purchaser which calculations shall also be set forth on the Post Closing Statement. If the Adjusted EBITA is lower than the Closing EBITA by more than the Threshold Amount, then each Management Stockholder who sold Management Shares shall pay to Seller the Connector an amount of such difference, or equal to (bi) the Final difference between the Purchase Price and the Adjusted Purchase Price (ii) multiplied by the number of Management Shares sold by such Management Stockholder to Connector. If the Adjusted EBITA is less higher than the Estimated Final Purchase PriceClosing EBITA by more than the Threshold Amount, Seller then Connector shall pay to Purchaser each Management Stockholder who sold Management Shares an amount equal to (A) the amount difference between the Adjusted Purchase Price and the Purchase Price (B) multiplied by the number of Management Shares sold by such differenceManagement Stockholder to Connector. If it is shown, in either event by wire transfer in immediately available fundsany Post Closing Statement delivered subsequent to the first Post Closing Statement delivered hereunder, that the relevant Post Closing Adjustments would have an impact on the EBITA or Adjusted EBITA used with respect to a prior closing under this Section 4.2, then such Post Closing Statement shall set forth revised calculations with respect to such EBITA or Adjusted EBITA (the "Revised EBITA") and Purchase Price or Adjusted Purchase Price (the "Revised Purchase Price"), as the case may be. Payment by Purchaser If a Revised EBITA is lower than the applicable Adjusted or SellerClosing EBITA, as the case may be, by more than the Threshold Amount, then each Management Stockholder who sold Management Shares shall be pay to Connector an amount equal to (1) the difference between the Adjusted Purchase Price or the Purchase Price, as the case may be, and the Revised Purchase Price (2) multiplied by the number of Management Shares sold by such Management Stockholder to Connector. If a Revised EBITA is higher than the applicable Adjusted or Closing EBITA, as the case may be, by more than the Threshold Amount, then Connector shall pay to each Management Stockholder who sold Management Shares an amount equal to (aa) the difference between the Revised Purchase Price and the Adjusted Purchase Price or the Purchase Price, as the case may be, (bb) multiplied by the number of Management Shares sold by such Management Stockholder to Connector. The Management Stockholders shall deliver any objections to any Post Closing Statement to Connector within five (5) business days of receipt. Any disputes regarding the Final Settlement DatePost Closing Statement not resolved by the parties within thirty (30) calendar days after the receipt by Connector of any objections of the Management Stockholders shall be resolved by a "big six" accounting firm mutually acceptable to the parties. The determination of any accounting firm so selected shall be conclusive and binding. The fees and expenses of such accounting firm acting under this Agreement shall be shared equally among Connector and the Management Stockholders. Upon the agreement or final determination by an accounting firm pursuant to the provisions of this Section, Connector shall make appropriate payments, or the Management Stockholders shall make appropriate refunds, within five (5) business days after such agreement or final determination.

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, Seller Seller, with the assistance of Buyer’s staff and with access to such records as necessary, 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 (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’s proposed Final Settlement Statement, but in no event later than sixty on or before fifteen (6015) 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 by that date shall be deemed an acceptance by Purchaser Buyer of the Final Settlement Statement as submitted by Seller. The parties shall endeavor to agree with respect to the changes proposed by PurchaserBuyer, if any, no later than sixty fifteen (6015) days after receipt by Seller receives from Purchaser of Buyer’s comments to 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 for the transaction 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, 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, Seller shall pay to Purchaser Buyer the amount of such difference, in either event . Any payment by Buyer or 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 (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 on or before one hundred eighty twenty (180120) days thereafterafter Closing, Seller Seller, with the assistance of Buyer's staff and with access to such records as necessary, shall prepare and deliver to Purchaser Buyer a final settlement statement (the “Final Settlement Statement”"FINAL SETTLEMENT STATEMENT") setting forth each adjustment or payment hereunder that was not finally determined as of the Closing and showing the calculation of such adjustments adjustment and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm final purchase price (the adjustments shown on Seller’s draft"FINAL PURCHASE PRICE"). As soon as practicable after receipt of the Seller's proposed Final Settlement Statement, but in no event later than on or before sixty (60) 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 by that date shall be deemed an acceptance by Purchaser Buyer of the Final Settlement Statement as submitted by Seller. The parties shall endeavor to agree with respect to the changes proposed by PurchaserBuyer, if any, no later than sixty thirty (6030) days after receipt by Seller receives from Purchaser of Buyer's comments to 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"FINAL SETTLEMENT DATE.” In the event (a) " If the Final Purchase Price is more than the Estimated Final Purchase PriceClosing Amount, 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, Seller shall pay to Purchaser Buyer the amount of such difference, in either event . Any payment by Buyer or 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 made 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 On or before ninety (18090) days thereafterfollowing the Closing Date, Seller the Parties shall prepare and deliver undertake to Purchaser a final settlement statement (agree with respect to the “Final Settlement Statement”) setting forth each adjustment adjustments or payment payments that was were not finally determined as of the Closing and showing the calculation of such adjustments Closing, 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 amount due 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 Buyer or Seller, as the case may be, pursuant to the post-Closing adjustment herein. On or before sixty (60) days following the Closing Date, Seller shall provide Buyer with a final Closing Statement setting forth the post-Closing adjustments to the preliminary Closing Statement (the “Final Closing Statement”). Seller shall provide Buyer access to such of Seller’s records as may be reasonably necessary to verify the post-Closing adjustments shown on the Final Closing Statement. Payment by Buyer or Seller shall be made in immediately available funds within five (5) days of such agreement. If the Final Settlement Closing Statement has not been agreed upon on or before the date that is ninety (90) days after the Closing Date, the matters that remain in dispute shall be submitted to the Houston, Texas office of Opportune LLP (the “Closing Statement Arbitrator”) for review and final and binding resolution, unless otherwise agreed to by the Parties. If Opportune LLP is unable or unwilling to serve, then Buyer and Seller shall select another nationally recognized independent public accounting firm as the Closing Statement Arbitrator as soon as practicable. Buyer and Seller shall, not later than seven (7) days prior to the hearing date set by the Closing Statement Arbitrator, each submit a brief to the Closing Statement Arbitrator with dollar figures for settlement of the disputes as to the amount of the Purchase Price (together with a proposed Final Closing Statement that reflects such figures) consistent with their respective calculations previously exchanged pursuant to this Section 15(a). The hearing will be scheduled seven (7) days following submission of the settlement briefs, or as soon thereafter as is acceptable to the Closing Statement Arbitrator, and shall be conducted on a confidential basis. The Closing Statement Arbitrator shall consider only those items or amounts in the Final Closing Statement as to which the Parties disagreed and render a decision resolving the matters in dispute (which decision shall include a written statement of findings and conclusions) promptly after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration. The Closing Statement Arbitrator shall provide to the Parties explanations in writing of the reasons for its decisions regarding the Purchase Price and shall issue the Final Closing Statement reflecting such decision. The decision of the Closing Statement Arbitrator shall be final and binding on the Parties. The cost of any arbitration (including the fees and expenses of the Closing Statement Arbitrator) under this Section 15(a) shall be borne equally by Buyer and Seller. Upon the agreement of the Parties on the Final Closing Statement (or upon resolution of any initial disputes between by the Closing Statement Arbitrator) as described above, the Final Closing Statement shall be deemed final, and no more adjustments shall be made in accordance with this Section 15(a) and any and all liabilities relating to the Subject Assets shall be addressed exclusively under Sections 18 and 19 below.

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. As soon as practicable (a) Within 90 calendar days after the ClosingClosing Date, but in no event later than one hundred eighty (180) days thereafter, Seller the Purchaser shall prepare and deliver to Purchaser Sellers’ Representative a final settlement statement (the “Final Settlement Post-Closing Adjustment Statement”) setting forth its good faith calculation of the Closing Indebtedness, the Closing Indebtedness Adjustment, the Closing NWC, the Net Working Capital Adjustment, and the resulting calculation of the Cash Consideration and the Post-Closing Adjustment (as defined below), which statement shall contain a balance sheet of each adjustment or payment that was not finally determined Acquired Company as of the Closing Date (without giving effect to the transactions contemplated herein) and showing be accompanied by all related work papers and supporting calculations or other materials reasonably requested by the Sellers’ Representative. The Post-Closing Adjustment Statement shall be prepared in accordance with the Transaction Accounting Principles. (b) Subject to the provisions of this Section 3.3, the post-closing adjustment shall be an amount equal to the Cash Consideration minus the Estimated Cash Consideration (the difference between such amounts, the “Post-Closing Adjustment”). If the Post-Closing Adjustment is a positive number, the Sellers’ Representative shall release the Adjustment Escrow Amount to Sellers and other holders of Equity Interests in a Merged Entity and Purchaser shall pay to the Sellers and other holders of Equity Interests in a Merged Entity (in accordance with their respective Pro Rata Share as may be modified by Schedule 3.3(b)) an amount equal to the Post-Closing Adjustment at the Sellers’ Representative’s election in cash or in shares of Purchaser Class B Common Stock (which election shall be made in writing to Purchaser prior to Closing, or if not so made shall be deemed to be payable in cash), with a deemed value equal 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 valuation of the Final Settlement Statement, but in no event later than sixty Purchaser Class B Common Stock made for the Closing Payment Shares (60) days thereafter, or any combination thereof “Additional 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 changesShares”). If the Purchaser and the Seller cannot then agree upon the Final Settlement StatementPost-Closing Adjustment is a negative number, the determination Sellers shall pay to the Purchaser an amount equal to the absolute value of the Post-Closing Adjustment (x) first, by Sellers’ Representative delivering an amount up to the Adjustment Escrow Amount to Purchaser by wire transfer of immediately available funds to an account designated in writing by the Purchaser, (y) second, by surrendering to the Purchaser (in accordance with their respective Pro Rata Share as may be modified by Schedule 3.3(b)) a number of shares of Purchaser Class B Common Stock from the Escrow Fund with an aggregate value equal to the Post-Closing Adjustment less any amount already satisfied from the Adjustment Escrow Amount, with a deemed value equal to the calculation of the valuation of the Purchaser Class B Common Stock made for the Closing Payment Shares, rounded down to the nearest whole-number or in the sole discretion of Sellers’ Representative by wire transfer of all or part of the amount of the Final Settlement Post-Closing Adjustment in cash in immediately available funds to an account designated in writing by the Purchaser, provided that if Sellers’ Representative elects to pay all or part of the Post-Closing Adjustment in cash but fails to timely pay such amount in accordance with Section 3.3(h), then immediately upon Purchaser’s request Sellers’ Representative shall execute any joint written authorization necessary to release the applicable number of Escrowed Shares from the Escrow Fund, and (z) third, if the Post-Closing Adjustment exceeds the Adjustment Escrow Amount and the value of the shares of Purchaser Class B Common Stock then remaining in the Escrow Fund, the Principal Owners (jointly and severally) shall pay to the Purchaser an amount in cash equal to the Post-Closing Adjustment less the Adjustment Escrow Amount released to Purchaser and deemed value (determined in accordance with clause (y) hereof) of the shares of Purchaser Class B Common Stock released to the Purchaser pursuant to clause (y) hereof, by wire transfer of immediately available funds to an account designated in writing by the Purchaser. To the extent that the Sellers’ Representative satisfies the amount of the Post-Closing Adjustment in cash as contemplated in clause (y) in the preceding sentence, then Purchaser and Sellers’ Representative shall execute a joint written authorization necessary to release a pro rata number of Escrowed Shares from the Escrow Fund. (c) After receipt of the Post-Closing Adjustment Statement, the Sellers’ Representative shall have 30 calendar days (the “Review Period”) to review the Post-Closing Adjustment Statement. During the Review Period, the Sellers’ Representative and its advisors shall have reasonable access to the books and records of Purchaser and the Acquired Companies, the personnel of, and work papers prepared by, the Purchaser and/or the Purchaser’s accountants to the extent that they relate to the Post-Closing Adjustment Statement and to such historical financial information (to the extent in the Purchaser’s possession) relating to the Post-Closing Adjustment Statement as the Sellers’ Representative may reasonably request for the purpose of reviewing the Post-Closing Adjustment Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not unreasonably interfere with the normal business operations of the Purchaser or the Acquired Companies; provided, further, that such access shall not jeopardize the attorney-client privilege or attorney work-product doctrine or any other applicable privilege to which any such books and records, materials and other information is subject. (d) On or prior to the last day of the Review Period, the Sellers’ Representative may object to the Post-Closing Adjustment Statement by delivering to the Purchaser a written statement setting forth Sellers’ Representative’s objections in reasonable detail, indicating each disputed item, the disputed amount (including the Sellers’ Representative determination of the applicable amount), and the basis for the Sellers’ Representative’s disagreement (the “Statement of Objections”). If the Sellers’ Representative fails to deliver the Statement of Objections before the expiration of the Review Period, the Post-Closing Adjustment Statement and the Post-Closing Adjustment reflected in the Post-Closing Adjustment Statement shall be deemed to have been accepted by the Sellers’ Representative and the Sellers for all purposes hereunder. If the Sellers’ Representative delivers the Statement of Objections before the expiration of the Review Period and in compliance with the terms of this Section 3.3, the Purchaser and the Sellers’ Representative shall negotiate in good faith to resolve such objections within 30 calendar days after the delivery of the Statement of Objections (the “Resolution Period”). The Parties acknowledge and agree that the Federal Rules of Evidence Rule 408 and any similar state rules shall apply to the Sellers’ Representative (and any of its Representatives) and the Purchaser (and any of its Representatives) during any such negotiations and any subsequent dispute arising therefrom. If the objections are resolved within the Resolution Period, the Post-Closing Adjustment and the Post-Closing Adjustment Statement with such changes as may have been previously agreed in writing by the Purchaser and the Sellers’ Representative, shall be final, conclusive and binding. (e) If the Sellers’ Representative and the Purchaser fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (“Disputed Amounts” and any amounts not so disputed, the “Undisputed Amounts”) shall be submitted for resolution to a mutually agreed Mxxx Axxxx (Phoenix Office), or if such firm is unable to serve, Purchaser and the Sellers’ Representative shall appoint by mutual agreement another independent, nationally recognized firm of independent certified public accountants (the “Accounting FirmIndependent Accountants”). The determination by the Accounting Firm shall be conclusive ) who, acting as experts 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 establishednot arbitrators, shall be herein called resolve the “Final Settlement Date.” In Disputed Amounts only and make any adjustments 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 SellerPost-Closing Adjustment, as the case may be, and the Post-Closing Adjustment Statement. The Independent Accountants shall only decide the specific items under dispute by the Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Closing Adjustment Statement and the Statement of Objections, respectively. The Independent Accountants shall make a final determination of each such item based solely on (A) the definitions and other applicable provisions of this Agreement (and shall not conduct an independent investigation), (B) a single written presentation submitted by each of the Purchaser and the Sellers’ Representative (which the Independent Accountants shall be instructed to distribute to the Purchaser and the Sellers’ Representative upon receipt of both such presentations) and (C) one written response of the Purchaser and the Sellers’ Representative to each such presentation so submitted (which the Independent Accountants shall be instructed to distribute to the Purchaser and the Sellers’ Representative upon receipt of such responses). For the avoidance of doubt, neither the Purchaser nor the Sellers’ Representative shall have any ex parte communications with the Independent Accountants relating to this Agreement. (f) The costs and expenses of the Independent Accountants shall be borne by the Purchaser, on the one hand, and the Sellers’ Representative, on the other hand, based on the inverse of the percentage that the Independent Accountants’ determination bears to the total amount of the items in dispute as originally submitted to the Independent Accountant. For example, if the Sellers’ Representative challenges the calculation of the Adjustment Amount contained in the Post-Closing Adjustment Statement by an aggregate amount of $100,000, and the Independent Accountants determines that the Sellers’ Representative has a valid claim for $60,000 of the $100,000 challenged, then the Purchaser shall bear sixty percent (60%) of the fees and expenses of the Independent Accountants and the Sellers’ Representative shall bear forty percent (40%) of such fees and expenses. (g) The Independent Accountants shall make a determination as soon as practicable (but in any event within 30 calendar days or such other time as the Parties hereto shall mutually agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Post-Closing Adjustment Statement and/or the Post-Closing Adjustment shall be final, conclusive and binding upon the Parties hereto. (h) Except as otherwise provided herein, any payment of the Post-Closing Adjustment shall (A) be due (x) within five (5) days Business Days of acceptance of the Final Settlement Dateapplicable Post-Closing Adjustment Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in Section 3.3 above; and (B) if paid in cash be paid by wire transfer of immediately available funds to such accounts as is directed by the Purchaser or the Sellers’ Representative, as the case may be (after release of the Adjustment Escrow Amount to Sellers and other holders of Equity Interests in a Merged Entity). In the event the Post-Closing Adjustment is a positive amount and if elected by Sellers’ Representative to be paid in additional Shares of Purchaser Class B Common Stock (which election is provided in writing to Purchaser prior to Closing) at a deemed value per Share equal to the calculation of the valuation of the Purchaser Class B Common Stock made for the Closing Payment Shares (“Additional Purchaser Shares”), then Purchaser will issue the applicable number of Additional Purchaser Shares within the aforementioned five (5) Business Day period to the Sellers allocated among the Sellers pro rata subject to any modifications made in Schedule 3.3(b), if any, as set forth in the Payment Notice. In the event the Post-Closing Adjustment is a negative amount, the Sellers’ Representative shall pay to Purchaser by wire transfer of immediately available funds to an account designated in writing by the Purchaser cash up to the Adjustment Escrow Amount within the aforementioned five (5) Business Day period and, if insufficient to satisfy the adjustment, and if Sellers’ Representative does not elect to pay the additional the amount of the Post-Closing Adjustment in cash or partially in cash or fails to pay the amount of the Post-Closing Adjustment elected to be paid in cash within the aforementioned five (5) Business Day period, the Purchaser and the Sellers’ Representative shall deliver a joint written authorization to the Escrow Agent within the aforementioned five (5) Business Day period instructing the Escrow Agent to release to the Purchaser the applicable number of Escrow Shares (at a deemed value per Share equal to the calculation of the valuation of the Purchaser Class B Common Stock made for the Closing Payment Shares), and, then if insufficient to satisfy the adjustments, the Principal Owners shall pay Purchaser the remaining amount in cash as set forth in Section 3.3(b). (i) Any payments made pursuant to Section 3.3 shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, unless otherwise required by Law.

Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller Xxxxxx shall prepare and by May 31, 2011 deliver to Purchaser a final settlement statement the Seller the Final Working Capital and Unpaid Transaction Expenses Schedule. Xxxxxx shall provide the Seller and its accounting and tax representatives, at the Seller’s sole cost and expense, with full and prompt access to the books and records of Energy Steel for purposes of validating the Final Working Capital and Unpaid Transaction Expenses Schedule. In the absence of any objections from the Seller within thirty (the “Final Settlement Statement”30) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation days following receipt 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 calculation, Xxxxxx’x determination 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 Working Capital and Unpaid Transaction Expenses Schedule 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 Purchaserconclusive, 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 final and binding on the parties hereto for purposes of determining the Net Working Capital, Working Capital Surplus, Working Capital Deficit and the Actual Unpaid Transaction Expenses. However, such determination shall not affect any other of Xxxxxx’x or Buyer’s rights under this Agreement, including without limitation under Article 7. If Seller objects to the Final Working Capital and Unpaid Transaction Expenses Schedule within thirty (30) days following receipt of such calculation from Xxxxxx, the Seller shall deliver a written dispute notice to Xxxxxx which shall set forth the specific line items in dispute and provide the basis for such dispute in reasonable detail, including but not limited to a claim that Seller and Representatives have not been furnished adequate information to confirm or refute the determination of Xxxxxx. If, after ten (10) days from the date notice of a dispute is given hereunder, the Seller and Xxxxxx cannot agree on the resolution of all of the disputed items, the Final Working Capital and Unpaid Transaction Expenses Schedule shall be enforceable against adjusted to the extent of any items that are not in dispute, and the items still in dispute shall be referred to Xxxxx Xxxxxxxx LLP or another independent public accounting firm acceptable to both the Seller and Xxxxxx (the “Unrelated Accounting Firm”) to resolve the dispute, whose decision as to the issues in dispute shall be conclusive, final and binding upon the Seller and Xxxxxx for purposes of this Agreement. The Unrelated Accounting Firm shall address only those issues in dispute in accordance with the terms of this Section 2.2(b) and may not assign a value to any item greater than the greatest value for such item claimed by either party hereto in any court of competent jurisdictionor less than the smallest value for such item claimed by either party. Any costs The fees and expenses incurred by of the Unrelated Accounting Firm pursuant to this Section 12.1 shall be borne paid 50/50 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. (a) As soon promptly as practicable practicable, but no later than 30 days, after the ClosingEffective Time, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare the Company will cause to be prepared and deliver delivered to Purchaser a final settlement statement Newco the Company’s calculation of the actual amount of the Closing Date Indebtedness Amount as of the Effective Time (the “Final Settlement Closing Indebtedness Statement”). (b) 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 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) days following Purchaserafter Newco’s receipt of the Final Settlement Closing Indebtedness Statement, Newco shall deliver to the Company a written statement either accepting the Closing Indebtedness Statement or specifying any objections thereto (including therein Newco’s calculations of such amounts and Newco’s grounds for such disagreement in reasonable detail) (an “Objections Statement”). The Objections Statement shall specify those items or amounts as to which Newco disagrees, and Newco shall be deemed to have agreed with all other items and amounts contained in the calculations delivered pursuant to Section 2.08(a). (c) If Newco shall have delivered an acceptance by Purchaser of Objections Statement , the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to Company and Newco shall, during the changes proposed by Purchaser, if any, no later than sixty fifteen (6015) days after Seller receives from Purchaser following such delivery, negotiate in good faith to reach agreement on the written report described above containing Purchaser’s proposed changesdisputed items or amounts in order to determine, as may be required, the Closing Date Indebtedness Amount. If the Purchaser Company and Newco are unable to reach such agreement during such period, they shall promptly thereafter appoint an independent accountant of nationally recognized standing reasonably satisfactory to 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 and Newco (the “Accounting Firm”)) to promptly to review this Agreement and the Merger Agreement and the disputed items or amounts for the purpose of calculating the Closing Date Indebtedness Amount. The determination by In making such calculations, the Accounting Firm shall consider only those items or amounts in the Objections Statement. The Accounting Firm, acting as experts and not as arbitrators, shall determine in accordance with the applicable agreements set forth in the definition of “Company Indebtedness” in the Merger Agreement, the actual amount of the Closing Date Indebtedness Amount as of the Effective Time and shall deliver to the Company and Newco a written report setting forth such calculations. Such report shall be conclusive final and binding on upon the parties hereto Company and Newco. The cost of such review and report shall be enforceable against any party hereto borne (i) by the Company if the aggregate amount of the difference between the Closing Date Indebtedness Amount included in any court of competent jurisdiction. Any costs the Closing Indebtedness Statement and expenses incurred the final amounts thereof as determined 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 2.08(c) (the “Final Settlement Date.” In the event (aCompany Variance”) 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 aggregate amount of the difference between the Closing Date Indebtedness Amount included in the Objections Statement and the final amounts thereof as determined by the Accounting Firm pursuant to this Section 2.08(c) (the “Newco Variance”), (ii) by Newco if the Company Variance is less than the Newco Variance and (iii) otherwise equally by the Company and Newco. (d) The Parties shall, and shall cause their respective independent accountants and Subsidiaries to, cooperate and assist in the preparation of the calculations of the Closing Date Indebtedness Amount and in the conduct of the audits and reviews referred to in this Section 2.08, including by making available to the extent necessary their respective books, records, work papers and personnel. (e) Following the determination of the Closing Date Indebtedness Amount by agreement of the Parties or by the Accounting Firm (such amount, the “Final Purchase PriceIndebtedness Amount”), Seller (i) if the aggregate Per Share Merger Consideration paid by Parent pursuant to the Merger Agreement at the Effective Time was less than the aggregate amount thereof calculated by using the Final Indebtedness Amount, then Newco shall pay to Purchaser the Company an amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as equal to the case may be, shall be within five (5) days excess of the Final Settlement DateIndebtedness Amount over the Closing Date Indebtedness Amount and (ii) if the aggregate Per Share Merger Consideration paid by Parent pursuant to the Merger Agreement at the Effective Time exceeds the aggregate amount thereof calculated by using the Final Indebtedness Amount, then the Company shall pay to Newco the amount equal to the excess of the Closing Date Indebtedness Amount over the Final Indebtedness Amount.