Common use of Post-Closing Adjustments Clause in Contracts

Post-Closing Adjustments. The Total Consideration shall be adjusted after the Closing Date as follows: (i) Within ninety (90) days following the Closing Date, the Operating Partnership shall prepare and deliver to the Contributors a 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 12:00 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 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 Resolution Date”): (a) the 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 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 (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 Contributors disagree with the Closing Date Net Working Capital, the 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 Contributor’s calculation of the Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Contributors disagree and the items, facts, amounts, calculations, or valuations used to determine such line items. The Contributors shall be deemed 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 Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership shall be binding and conclusive on the parties hereto. (iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, 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 Contributors are unable to reach a resolution within thirty (30) days after the delivery of the Objection Notice, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be 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 Contributors and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): (A) The Operating Partnership and the Contributors shall execute any agreement required by the Independent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (B) The Operating Partnership and the Contributors shall each bear one-half of the fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement 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 the Contributors pay to the Independent Accounting Firm any amount in excess of one-half of the fees and costs of its engagement, the other Party(ies) agree(s) to reimburse Operating Partnership and the Contributors, as applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership and the Contributors with respect to the fees and costs of the Independent Accounting Firm.

Post-Closing Adjustments. The Total Sub 1 Consideration, the REIT Consideration and the Sub 2 Consideration (the “Adjustable Consideration”) shall be adjusted after the Closing Date as follows: (i) Within ninety (90) days following the Closing Date, the Operating Partnership shall prepare and deliver to Sub 1, Sub 2 and the Contributors REIT (the “Adjustable Contributors”) a 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 12:00 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 Resolution Date”): (a) 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 (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 Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Adjustable Contributors disagree and the items, facts, amounts, calculations, or valuations used to determine such line items. The Adjustable Contributors shall be deemed 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 Closing Date Net Working Capital unless, and only to the 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 the 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), the Operating Partnership and the Adjustable Contributors shall attempt in good faith to reconcile the parties’ differences, 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 (30) days after the delivery of the Objection Notice, the Operating Partnership and the Adjustable Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be named by the managing partner of the accounting firm or by such other practice ordinarily employed by the Independent Accounting Firm. While each party 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 the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and 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 1.02(b): (A) The Operating Partnership and the Adjustable Contributors shall execute any agreement required by the Independent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (B) The Operating Partnership and the Adjustable Contributors shall each bear one-half of the fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement 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 the Adjustable Contributors pay to the Independent Accounting Firm any amount in excess of one-half of the fees and costs of its engagement, the other Party(ies) agree(s) to reimburse Operating Partnership and the Adjustable Contributors, as applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership and the Adjustable Contributors with respect to the fees and costs of the Independent Accounting Firm.

Post-Closing Adjustments. The Total Consideration (a) Within 60 days following the Effective Time, the Buyer shall at its expense prepare or cause to be adjusted after prepared and delivered to the Parent the Preliminary Closing Date Balance Sheet and the calculation of Net Working Capital. The Preliminary Closing Date Balance Sheet (1) will present fairly the consolidated financial position of the Fastener Business as follows: (i) Within ninety (90) days following of the Closing Date, the Operating Partnership shall prepare (2) will be in conformity with GAAP, and deliver to the Contributors a 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 Agreement3) as of 12:00 A.M., New York City time, on the Closing Date (the “Closing Date Net Working Capital”), which calculation shall will be prepared in a manner consistent with and using the same methodology with principles and line items as those set forth on the most recent available balance sheet attached hereto asMarch Pro Forma Balance Sheet -- As Adjusted, including those principles set forth on Schedule 2.7(a), and any other adjustments shown on, Schedule 1.02(bno categories of assets or liabilities shall be included on or excluded from the Preliminary Closing Date Balance Sheet that were not included on or excluded from the March Pro Forma Balance Sheet -- As Adjusted except as provided in Sections 2.7(a)(iii), and(iv), to the extent not inconsistent with said Schedule(v), in accordance with GAAP. For purposes of this Agreement “Net Working Capital” as of any particular date shall be calculated by subtracting (xvi), (vii), (viii) the aggregate balances in the current liabilities accounts identified on Schedule 1.02(b)(iand (ix) as of such date from (y) the aggregate balances of the current asset accounts listed on Schedule 1.02(b)(i) as of such dateand Schedules 1.93(a), 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 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 Resolution Date”): (a) the 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 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 (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 Contributors disagree with the Closing Date Net Working Capital, the 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 Contributor’s calculation of the Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Contributors disagree and the items, facts, amounts, calculations, or valuations used to determine such line items. The Contributors shall be deemed 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 Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership shall be binding and conclusive on the parties hereto. (iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, 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 Contributors are unable to reach a resolution within thirty (30) days after the delivery of the Objection Notice, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be 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 Contributors and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): (A) The Operating Partnership and the Contributors shall execute any agreement required by the Independent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (B) The Operating Partnership and the Contributors shall each bear one-half of the fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement referred following additional principles shall in any event govern the preparation of the Preliminary Closing Date Balance Sheet: (i) All intradivisional account balances, including receivables and payables, among the Fastener Businesses shall be in balance (i.e., net to above may require zero when consolidated within the Parties Fastener Business) and all Intercompany Accounts payable or receivable shall be settled prior to the Closing Date and no such amounts shall be reflected on the Preliminary Closing Date Balance Sheet. (ii) All inventory shall be valued in a manner consistent with the principles set forth on Schedule 2.7(a). On, or immediately following the Closing Date, the Buyer shall have the right to have physical inventories conducted and observed by its representatives and representatives of the Sellers as well as audit testing of physical inventory cycle counts at the Buyer's expense. The results of this activity will be reflected on the Preliminary Closing Date Balance Sheet. (iii) In the event the Parent notifies the Buyer that it intends for the Buyer to assume the Estimated Transferred Fastener Subsidiary Debt pursuant to Section 2.3(b), there shall be included on the Preliminary Closing Date Balance Sheet an amount equal to the actual amount of the debt of the Transferred Fastener Subsidiaries as of the Closing Date, plus the amount of all costs associated with the Buyer assuming the debt of the Transferred Fastener Subsidiaries, including, without limitation, interest rate step ups, make whole payments, prepayment penalties and any other payment required to be bound jointly made upon a "change of control" (the "Actual Transferred Subsidiary Debt"). None of the Actual Transferred Subsidiary Debt shall be recorded on the Preliminary Closing Date Balance Sheet as a "Current Liability" or otherwise included in the calculation of Net Working Capital. (iv) There shall be no cash or cash equivalents recorded on the Preliminary Closing Date Balance Sheet in respect of the United States Fastener Business. In the event there is any cash or cash equivalents on the Fastener Business Books and severally Records that has not been distributed as of the Closing Date out of the Transferred Fastener Subsidiaries organized in jurisdictions outside of the United States there shall be recorded on the Closing Date Balance Sheet under "Current Assets" the amount of such cash and cash equivalents (the "Remaining Cash"); provided, however, the amount of such cash and cash equivalents shall not be included in the calculation of Net Working Capital. (v) The dollar amount of the Overdue Closing Receivables retained by the Sellers at the Closing pursuant to the Independent Accounting Firm Buyer Closing Receivables Notice shall be recorded as a separate line item to be part of "current assets" on the Preliminary Closing Date Balance Sheet solely for those fees purposes of ensuring that the Parent does not pay twice for the Overdue Closing Receivables and costs, and not for purposes of including such Overdue Closing Receivables in the event Operating Partnership Fastener Business Assets or Assumed Fastener Business Liabilities. In addition, there shall be no "Allowance for Doubtful Accounts" reserve recorded on the Contributors pay to the Independent Accounting Firm any Preliminary Closing Date Balance Sheet. (vi) The amount in excess of one-half of the fees reserve for environmental, health, safety and costs litigation on the Preliminary Closing Date Balance Sheet shall be equal to $8,450,000 but shall not be included in the calculation of its engagementNet Working Capital. (vii) The Multivision Investment, the other Party(ies) agree(s) to reimburse Operating Partnership Other Asset - Purchase Accounting/Restructuring Account and the ContributorsOther Asset - Cash Clearing Account at Aichach, in each case as applicableset forth on Schedule 1.54, upon demand, to shall not be included on the extent required to equalize the payments made by Operating Partnership and the Contributors with respect to the fees and costs of the Independent Accounting FirmPreliminary Closing Date Balance Sheet.

Post-Closing Adjustments. The Total Consideration shall be adjusted after the Closing Date as follows: (ia) Within ninety (90) days following the Closing Date, the Operating Partnership Parent shall prepare and deliver to the Contributors a statement setting forth a calculation Stockholder (i) an unaudited consolidated balance sheet 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 12:00 A.M., New York City time, on the Closing Date Company (the “Closing Date Balance Sheet”), and (ii) a statement in the form of the Sample Adjustment Calculation setting forth the Parent’s calculation of Closing Net Working Capital, Net Closing Indebtedness (and the Equity Value of the Company, Net Working Capital Adjustment, and the Final Merger Consideration resulting therefrom), in each case (i) as of the Adjustment Calculation Time, (ii) using the line-items set forth on, and in the form attached hereto, as the Sample Adjustment Calculation and (iii) calculated in accordance with the Accounting Principles (the “Closing Statement”), which calculation . The Closing Balance Sheet and Closing Statement shall be prepared in a manner consistent and using the same methodology accordance with the most recent available balance sheet attached hereto asdefinitions in this Agreement and the Accounting Principles. Parent shall not amend, and any other adjustments shown on, Schedule 1.02(b), and, supplement or modify the Closing Balance Sheet or the Closing Statement following its delivery 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)Stockholder. (iib) The Operating Partnership shall comply with During the Contributors’ reasonable requests for supporting documentation used in forty-five (45) days immediately following the preparation Stockholder’s receipt of the Closing Date Balance Sheet and the Closing Statement and any period of dispute with respect thereto thereafter, Parent shall, and shall cause the Company to (i) provide the Stockholder and its representatives with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the Company for purposes of their review of the Closing Balance Sheet and the Closing Statement, and (ii) reasonably cooperate with the Stockholder and its representatives in connection with such review, including providing on a timely basis all other information necessary or useful in connection with the review of the Closing Balance Sheet and the Closing Statement as is reasonably requested by the Stockholder or its representatives. (c) The Closing Balance Sheet, the Closing Statement and the resulting Closing Net Working Capital and Net Closing Indebtedness (and the Equity Value of the Company, the Net Working Capital Adjustment and the Final Merger Consideration resulting therefrom) shall become final and binding upon the parties forty-five (45) days following the Stockholder’s receipt thereof unless the Stockholder gives written notice of its disagreement (a “Notice of Disagreement”) to access Parent prior to such date; provided that the Initial Property Owners books and records pertaining thereto. Except as set forth belowClosing Balance Sheet, the Closing Date Statement and the resulting Closing Net Working Capital, Closing Cash and Net Closing Indebtedness (and the Equity Value of the Company, the Net Working Capital Adjustment and the Final Merger Consideration) shall be deemed to be become final and shall be final, binding and conclusive on upon the parties upon the Stockholder’s delivery, prior to the expiration of the forty-five (45) day period, of written notice to Parent of its acceptance of the Closing Balance Sheet and the Closing Statement. Any Notice of Disagreement shall specify in reasonable detail the nature and amount of any disagreement so asserted and any proposed adjustments to the Closing Statement. (d) If a timely Notice of Disagreement is delivered by the Stockholder, then the Closing Balance Sheet and the Closing Statement (as revised in accordance with this Section 2.05(d)), and the resulting Closing Net Working Capital and Net Closing Indebtedness (and the Equity Value of the Company, the Net Working Capital Adjustment and the Final Merger Consideration resulting therefrom), shall become final and binding upon the parties on the earlier of (the “Final Resolution Date”): (ai) the Contributors’ delivery date any and all matters specified in the Notice of a written notice Disagreement are finally resolved in writing by the Stockholder and Parent and (ii) the date any and all matters specified in the Notice of Disagreement not resolved by the Stockholder and Parent are finally resolved in writing by the Arbiter. The Closing Balance Sheet and the Closing Statement shall be revised to the Operating Partnership of its approval of extent necessary to reflect any resolution by the Closing Date Net Working Capital; (b) Stockholder and Parent and any final resolution made by the failure of the Contributors to notify the Operating Partnership in writing Arbiter in accordance with this Section 1.02(b)(iii) of a dispute with 2.05(d). During the Closing Date Net Working Capital (an “Objection Notice”); and (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 Contributors disagree with the Closing Date Net Working Capital, the Contributors may, within thirty (30) days immediately following the delivery of a Notice of Disagreement or such longer period as the Stockholder and Parent may agree in writing, the Stockholder and Parent shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement, and all such discussions related thereto shall (unless otherwise agreed by Parent and the Stockholder) be governed by Rule 408 of the delivery Federal Rules of Evidence and any applicable similar state rule. At the end of such thirty (30) day period, the Stockholder and Parent shall submit to a nationally-recognized, independent firm with expertise in resolving disputes of this nature to be mutually agreed by the Operating Partnership Stockholder and Parent acting reasonably (the “Arbiter”) for review and resolution of any and all matters (but only such matters) which remain in dispute and which were included in the Notice of Disagreement. Parent and the Stockholder shall instruct the Arbiter to, and the Arbiter shall, make a final determination of the items included in the Closing Date Balance Sheet and the Closing Statement (to the extent such amounts are in dispute) in accordance with the methodologies and procedures set forth in this Agreement. Parent and the Stockholder will cooperate with the Arbiter during the term of its engagement. Parent and the Stockholder shall instruct the Arbiter not to, and the Arbiter shall not, assign a value to any item in dispute greater than the greatest value for such item assigned by Parent, on the one hand, or the Stockholder, on the other hand, or less than the smallest value for such item assigned by Parent, on the one hand, or the Stockholder, on the other hand. Parent and the Stockholder shall also instruct the Arbiter to, and the Arbiter shall, make its determination based solely on written submissions by Parent and the Stockholder and their respective Representatives that are in accordance with the guidelines and procedures set forth in this Agreement, and the Arbiter shall not perform any independent review. The Closing Balance Sheet, the Closing Statement and the resulting Closing Net Working Capital and such supporting documentation as requested pursuant to Section 1.02(b)(ii), deliver an Objection Notice setting forth Contributor’s calculation Net Closing Indebtedness (and the Equity Value of the Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in Company, the Closing Date Calculations with which the Contributors disagree and the items, facts, amounts, calculations, or valuations used to determine such line items. The Contributors shall be deemed to have agreed with all line items or amounts contained in the Closing Date Net Working Capital Adjustment and all calculations, items, facts, amounts or valuations used in determining any line item of the Closing Date Net Working Capital unless, Final Merger Consideration resulting therefrom) shall become final and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership shall be binding and conclusive on the parties hereto. (iv) If hereto on the Contributors timely deliver an Objection Notice date the Arbiter delivers its final resolution in writing to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership Parent and the Contributors shall attempt in good faith to reconcile the parties’ differences, and any Stockholder (which final resolution by them as to any disputed amounts shall be final, binding and conclusive on requested by the parties. If the Operating Partnership and the Contributors are unable parties to reach a resolution within be delivered not more than thirty (30) days after following submission of such disputed matters), and such resolution by the delivery Arbiter shall not be subject to court review or otherwise appealable, absent Arbiter’s manifest error. The fees, costs and expenses of the Objection Notice, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be 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 Contributors and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm Arbiter incurred pursuant to this Section 1.02(b):2.05(d) shall be borne 50% by Parent, on the one hand, and 50% by the Stockholder, on the other hand. (Ae) The Operating Partnership If (x) the Closing Merger Consideration plus the Indemnity Escrow Shares paid to the Indemnity Escrow at Closing is less than (y) subpart (i) of the Final Merger Consideration (such shortfall, the “Shortfall Share Amount”), then Parent shall, within five (5) Business Days after the Closing Balance Sheet and the Contributors shall execute any agreement required by Closing Statement become final and binding on the Independent Accounting Firm to accept their engagement parties pursuant to this Section 1.02(b2.05, (A) deliver certificates representing that number of Parent Common Stock equal to the Shortfall Share Amount (based on a value per share of Parent Common Stock equal to the Parent Share Price); , (B) The Operating Partnership deliver by wire transfer in immediately available funds (or other alternative delivery arrangement mutually agreed by the Stockholder and Parent in writing) an amount in cash sufficient to pay any Fractional Share Cash and (C) Stockholder and Parent shall jointly instruct the Escrow Agent to deliver to Stockholder all of the shares of Parent Common Stock held in the Adjustment Escrow Account. (f) If (x) the Closing Merger Consideration plus the Indemnity Escrow Shares paid to the Indemnity Escrow at Closing is greater than (y) subpart (i) of the Final Merger Consideration (such excess, the “Overpayment Share Amount”), then (A) Stockholder and Parent shall jointly instruct the Escrow Agent, within five (5) Business Days after the Closing Balance Sheet and the Contributors shall each bear one-half Closing Statement become final and binding on the parties pursuant to this Section 2.05, to deliver to Parent that number of the fees and costs shares of the Independent Accounting Firm; provided, however, that the engagement agreement referred to above may require the Parties to be bound jointly and severally Parent Common Stock equal to the Independent Accounting Firm for those fees and costsOverpayment Share Amount to Parent, and in the event Operating Partnership or the Contributors pay to the Independent Accounting Firm any amount in excess of one-half of the fees and costs of its engagement, the other Party(ies(B) agree(s) to reimburse Operating Partnership and the Contributors, as applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership Overpayment Share Amount is greater than the number of shares of Parent Common Stock held in the Adjustment Escrow Account, Stockholder and Parent shall jointly instruct the Escrow Agent, within five (5) Business Days after the Closing Balance Sheet and the Contributors with respect Closing Statement become final and binding on the parties pursuant to this Section 2.05, to deliver to Parent that number of shares of Parent Common Stock equal to such difference from the fees Indemnification Escrow Account. Following such payment(s), Stockholder and costs Parent shall jointly instruct the Escrow Agent to deliver to Stockholder all of the Independent Accounting Firmremaining shares of Parent Common Stock held in the Adjustment Escrow Account, if any.

Post-Closing Adjustments. The Total Consideration (a) For the purpose of this Agreement, the “Net Book Value” shall be adjusted after the amount by which the aggregate book amount of the total assets of Target and its subsidiaries on a consolidated basis at the Effective Time, as determined in accordance with this Section 4.5 and as shown on the Closing Date Balance Sheet (as follows:hereinafter defined in Section 4.5(b)) exceeds the aggregate book amount of the total liabilities of Target and its subsidiaries on a consolidated basis at the Effective Time, as determined in accordance with this Section 4.5 and as shown on the Closing Balance Sheet. (ib) Within ninety The Net Book Value shall be determined in U.S. Dollars from statements of total assets and total liabilities of Target and its subsidiaries on a consolidated basis as of the Effective Time (90the “Closing Balance Sheet”). The Closing Balance Sheet shall be prepared by Controlling Shareholder and audited at the Surviving Company’s expense. The inventory of Target and its subsidiaries on a consolidated basis shall be determined pursuant to a physical count, or such other procedures as may be mutually agreed upon. (c) days following For the purpose of this Agreement, the Net Earnings (“Net Earnings”), as set forth in Section 3.4 hereof, for the previous twelve (12) successive months shall be recalculated in accordance with GAAP so as to allow for a verification of the Purchase Price, as used herein (“Closing Net Earnings”). (d) The Closing Balance Sheet and the Closing Date, Net Earnings shall be prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a basis consistent with those applied in the Operating Partnership shall prepare and deliver to the Contributors a statement setting forth a calculation preparation of the aggregate Net Working Capital of the Initial Property Owners and the Gibralt Initial Property Owner Financial Statements (as defined in the Gibralt Contribution AgreementSection 5.3(h) as of 12:00 A.M., New York City time, on the Closing Date hereof) (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, that the principles applied in the preparation thereof were in accordance with GAAP. For purposes of this Agreement “Net Working Capital” as of any particular date shall ) and auditing procedures will 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 carried out in accordance with GAAPgenerally accepted auditing standards or as Parent, subject to the modifications described on Schedule 1.02(b)(i)Target and Controlling Shareholder have otherwise herein agreed. (iie) The Operating Partnership parties shall comply with the Contributors’ reasonable requests for supporting documentation used cooperate in the preparation of the Closing Date Net Working Capital Balance Sheet and to access the Initial Property Owners books and records pertaining thereto. Except as set forth below, the Closing Date Net Working Capital Earnings and the compilation of the information to be used in the preparation thereof, and shall use their respective best efforts to cause their respective accountants to make available to each other their respective work papers with respect to the Closing Balance Sheet and Closing Net Earnings. The Closing Balance Sheet and Closing Net Earnings shall contain the draft opinion of the Target’s accountants, addressed to Parent and Target, which shall be unqualified. (f) Controlling Shareholder shall use his best efforts to cause the Closing Balance Sheet and Closing Net Earnings to be delivered to Parent no later than 75 days next following the Effective Time. (g) Parent shall have forty five (45) days after receipt by it of the Closing Balance Sheet and Closing Net Earnings (the “Dispute Period”) to dispute any of the elements of such Closing Balance Sheet and Closing Net Earnings (a “Dispute”). If Parent does not give written notice of a Dispute (a “Dispute Notice”) to Controlling Shareholder within the Dispute Period, such Closing Balance Sheet and Closing Net Earnings shall be deemed to be have been accepted by Parent in the form in which it was delivered by Controlling Shareholder and shall be final, final and binding and conclusive upon the parties in the absence of fraud or manifest error. In the event Parent does not agree with any amount or element reflected on the parties upon Closing Balance Sheet or Closing Net Earnings, Parent may give Controlling Shareholder a Dispute Notice within the earlier of (Dispute Period, setting forth in reasonable detail the “Final Resolution Date”): (a) the 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 Contributors to notify the Operating Partnership in writing in accordance elements and amounts with Section 1.02(b)(iii) of a dispute with the Closing Date Net Working Capital (an “Objection Notice”); which it disagrees, and (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 Contributors disagree with the Closing Date Net Working Capital, the Contributors mayControlling Shareholder and Parent shall, within thirty (30) days after receipt by Controlling Shareholder 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 Contributor’s calculation of the Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Contributors disagree and the items, facts, amounts, calculations, or valuations used to determine such line items. The Contributors shall be deemed 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 Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Dispute Notice, attempt to resolve such Dispute and agree in writing upon the final content of such Closing Date Balance Sheet and Closing Net Working Capital determined by Earnings. In the Operating Partnership shall be binding event that Controlling Shareholder and conclusive on the parties hereto. (iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, 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 Contributors Parent are unable to reach a resolution resolve any such Dispute within such thirty (30) days after day period, then the delivery certified public accounting firm of the Objection NoticeXxx Xxxxxxxx of Dallas, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP Texas [a third accounting firm] (the “Independent Accounting FirmArbitrating Accountant”)) shall be employed as arbitrator hereunder to settle such Dispute as soon as practicable. In connection with the resolution of any Dispute, the Arbitrating Accountant shall have access to all documents and facilities necessary to perform its functions as arbitrator. The lead partner of the Independent Accounting Firm Arbitrating Accountant’s function shall be named by to conform 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 Contributors Closing Balance Sheet and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The Independent Accounting Firm shall establish such procedures giving due regard Closing Net Earnings to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): (A) The Operating Partnership and the Contributors shall execute any agreement standards required by the Independent Accounting Firm to accept their engagement pursuant to terms and provisions of this Section 1.02(b); (B) 4.5. The Operating Partnership Arbitrating Accountant’s determination with respect to any Dispute shall be final and binding upon the Contributors parties hereto. Controlling Shareholder and Parent shall each bear pay one-half of the fees and costs expenses of the Independent Accounting Firm; providedArbitrating Accountant. Following the resolution of any Disputes, howeverthe Closing Balance Sheet and Closing Net Earnings shall be revised to reflect such resolution. Following such resolution, that or, if there are no Disputes, following the engagement agreement referred to above may require expiration of the Parties Dispute Period, Controlling Shareholder shall cause the Closing Balance Sheet and Closing Net Earnings, containing the signed unqualified opinion of Target’s accountants, to be bound jointly issued and severally delivered to Parent. (h) In the Independent Accounting Firm event the Net Book Value is less than $50,000.00 from the Statements as presented by Target, then Parent shall, as soon as is practicable after the delivery in final form to Parent of the Closing Balance Sheet in accordance with Section 4.5 hereof, make a written demand on Controlling Shareholder for those fees the amount by which the actual Net Book Value is less than $50,000.00 from the Statements as presented by the Target and costssuch amount shall be paid by Controlling Shareholder to Parent by one-half (1/2) of said amount being returned to Parent of the Parent Common Stock transferred herein pursuant to Section 3.1(b), and the other one-half (1/2) of such amount after the release of such shares of Parent Common Stock shall be paid by Controlling Shareholder to Parent in cash within three business days after the return of such shares of Parent Common Stock. Controlling Shareholder’s obligation to make payments pursuant to this Section 4.5 is independent of, and in addition to, the indemnity obligations set forth in Article IX of this Agreement, and will not in any way be subject to the limitations referred to in Section 9.3 hereof. (i) In the event Operating Partnership or the Contributors pay Purchase Price is less than the amount determined in Section 3.4, then Parent shall, as soon as is practicable after the delivery in final form to Parent of the Independent Accounting Firm any Closing Net Earnings in accordance with this Section 4.5 hereof, make a written demand on Controlling Shareholder for the amount by which the Purchase Price is less than the Purchase Price as set forth in excess of Section 3.4, calculated in the same manner, and such amount shall be paid by Controlling Shareholder to Parent by one-half (1/2) of said amount being returned to Parent of the fees Parent Common Stock transferred herein pursuant to Section 3.1(b), and costs the other one-half (1/2) of its engagementsuch amount after the release of such shares of Parent Common Stock shall be paid by Controlling Shareholder to Parent in cash within three business days after the return of such shares of Parent Common Stock. Controlling Shareholder’s obligation to make payments pursuant to this Section 4.5 is independent of, and in addition to, the other Party(ies) agree(s) indemnity obligations set forth in Article IX of this Agreement, and will not in any way be subject to reimburse Operating Partnership the limitations referred to in Section 9.3 hereof. The repayment of the shares of Parent Common Stock and the Contributors, cash due as applicable, upon demand, to set forth herein shall be calculated in the extent required to equalize the payments made by Operating Partnership and the Contributors with respect to the fees and costs of the Independent Accounting Firmsame manner as provided for in this Agreement.

Post-Closing Adjustments. The Total Consideration shall be adjusted (a) As soon as practicable after the Closing Date as follows: (i) Within ninety (90) days following the Closing Date, and in any event not later than seventy-five (75) days after the Operating Partnership first day of the month immediately following the Closing, Purchaser shall prepare and deliver to the Contributors Sellers’ Representative a written statement (the “Post-Closing Statement”) setting forth a forth, in each case as of 11:59 p.m. Eastern time on Business Day immediately preceding the Closing Date, its calculation of (i) the aggregate Net Closing Working Capital, which shall be calculated and determined in accordance with the definition of Working Capital and set forth the components of such calculation in reasonable detail, (ii) the Initial Property Owners and the Gibralt Initial Property Owner (as defined in the Gibralt Contribution Agreement) as of 12:00 A.M., New York City time, on the Closing Date Unaccrued Receivables Adjustment (the “Closing Date Net Working CapitalUnaccrued Receivables Adjustment”), which calculation shall be prepared in a manner consistent and using (iii) the same methodology with Houston Adjustment Amount (the most recent available balance sheet attached hereto as, and any other adjustments shown on, Schedule 1.02(b“Closing Houston Adjustment Amount”), and(iv) the Transaction Expenses (the “Closing Transaction Expenses”), to (v) the extent not inconsistent with said ScheduleChange of Control Payments (the “Closing Change of Control Payments”), in accordance with GAAP. For purposes of this Agreement “Net Working Capital” as of any particular date shall be calculated by subtracting (xvi) the aggregate balances in amount of the current liabilities accounts identified on Schedule 1.02(b)(i) as of such date from Holdback Reserves (ythe “Closing Holdback Reserves”), (vii) the Credit Agreement Payoff Amount and the aggregate balances amount of all other Indebtedness of any of the current asset accounts listed on Schedule 1.02(b)(iTransferred Entities (other than the WP Notes Amount) as of such date(the “Closing Indebtedness”), in each case, determined in accordance with GAAP, subject to (viii) the modifications described on Schedule 1.02(b)(iDeferred Compensation Amount (the “Closing Deferred Compensation Amount”) and (ix) the Non-Consenting Client Adjustment (the “Closing Non-Consenting Client Adjustment”). (iib) The Operating Partnership Within sixty (60) days after delivery by Purchaser of the Post-Closing Statement, during which period Purchaser shall comply with the Contributors’ provide reasonable requests for supporting documentation used in access to such working papers, information and personnel relating to the preparation of the Closing Date Net Working Capital and to access applicable documents as may be reasonably requested by the Initial Property Owners books and records pertaining thereto. Except as Sellers’ Representative, the Sellers’ Representative may dispute all or a portion of the calculations of the items set forth belowon the Final Closing Statement by giving written notice (a “Notice of Disagreement”) to Purchaser setting forth in reasonable detail each item on the Post-Closing Statement that the Sellers’ Representative disputes, a summary of the reasons for such dispute and the Sellers’ Representative’s calculation of each such item (any such dispute, a “Disagreement”). If the Sellers’ Representative does not provide a Notice of Disagreement to Purchaser within the sixty (60)-day period set forth above, the Closing Date Net Working Capital Sellers’ Representative shall be deemed to be have (on behalf of each former holder of Convertible Interests or Incentive Units) irrevocably accepted such non-disputed items and calculations as set forth in the Post-Closing Statement. Further, any item not included as disputed in such Notice of Disagreement shall be final, binding deemed accepted by the Sellers’ Representative and conclusive on the parties upon the earlier of (the “Final Resolution Date”):Sellers. (a) the 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 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 (c) Purchaser and the resolution of Sellers’ Representative shall promptly commence good faith negotiations with a view to resolving all disputes, pursuant either to Section 1.02(b)(iv) Disagreements not accepted or to Section 1.02(c), deemed accepted by the Independent Accounting Firm. Sellers’ Representative. Any Disagreements that cannot be resolved between Purchaser and the Sellers’ Representative relating to the Post-Closing Statement (iiias evidenced by a written agreement between Purchaser and the Sellers’ Representative) If within the Contributors disagree with the Closing Date Net Working Capital, the Contributors may, within thirty (30) days following the delivery to Purchaser of the delivery by the Operating Partnership Notice 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 Contributor’s calculation of the Closing Date Net Working Capital. Any such Objection Notice Disagreement shall specify those individual line items in the Closing Date Calculations with which the Contributors disagree and the items, facts, amounts, calculations, or valuations used to determine such line items. The Contributors shall thereafter be deemed 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 Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership shall be binding and conclusive on the parties hereto. (iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, 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 Contributors are unable to reach a resolution within thirty (30) days after the delivery of the Objection Notice, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be 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 Contributors and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): (A) The Operating Partnership and the Contributors shall execute any agreement required by the Independent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (B) The Operating Partnership and the Contributors shall each bear one-half of the fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement referred to above may require the Parties to be bound jointly and severally to the Independent Accounting Firm for those fees a resolution of such Disagreement in accordance with the terms of this Agreement. Purchaser and costs, and in the event Operating Partnership or the Contributors pay to Sellers’ Representative shall instruct the Independent Accounting Firm that the determinations of such firm with respect to any amount Disagreement shall be rendered within 15 days after referral of the Disagreement to such firm or as soon thereafter as reasonably possible. Such determinations shall only be made with respect to the items that remain the subject of the Disagreement on the basis of written position papers submitted by Purchaser and the Sellers’ Representative (i.e., not on the basis of independent review), shall with respect to each item be made within the range of the disputed amounts claimed by Purchaser and the Sellers’ Representative in excess the position papers submitted, and shall be final and binding upon the Parties. Each of onePurchaser and the Sellers’ Representative shall use its reasonable best efforts to cause the Independent Accounting Firm to render its determination within the 15-half day period described above, and each shall cooperate with such firm and provide such firm with reasonable access to the books, records, personnel and representatives of it and such other information as such firm may reasonably require in order to render its determination. All of the fees and costs expenses of its engagementany Independent Accounting Firm retained pursuant to this Section 2.10 shall be allocated between the Sellers’ Representative, on the one hand, and Purchaser, on the other Party(ies) agree(s) to reimburse Operating Partnership and hand, in the Contributorssame proportion that the aggregate amount of the items unsuccessfully disputed or defended, as applicablethe case may be, upon demand, to the extent required to equalize the payments made by Operating Partnership and the Contributors with respect to the fees and costs of each (as finally determined by the Independent Accounting Firm) bears to the total amount of the disputed items.

Post-Closing Adjustments. The Total Consideration (a) Within 60 days following the Effective Time, the Buyer shall at its expense prepare or cause to be adjusted after prepared and delivered to the Parent the Preliminary Closing Date Balance Sheet and the calculation of Net Working Capital. The Preliminary Closing Date Balance Sheet (1) will present fairly the consolidated financial position of the Fastener Business as follows: (i) Within ninety (90) days following of the Closing Date, the Operating Partnership shall prepare (2) will be in conformity with GAAP, and deliver to the Contributors a 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 Agreement3) as of 12:00 A.M., New York City time, on the Closing Date (the “Closing Date Net Working Capital”), which calculation shall will be prepared in a manner consistent with and using the same methodology with principles and line items as those set forth on the most recent available balance sheet attached hereto asMarch Pro Forma Balance Sheet — As Adjusted, including those principles set forth on Schedule 2.7(a), and any other adjustments shown on, Schedule 1.02(bno categories of assets or liabilities shall be included on or excluded from the Preliminary Closing Date Balance Sheet that were not included on or excluded from the March Pro Forma Balance Sheet — As Adjusted except as provided in Sections 2.7(a)(iii), and(iv), to the extent not inconsistent with said Schedule(v), in accordance with GAAP. For purposes of this Agreement “Net Working Capital” as of any particular date shall be calculated by subtracting (xvi), (vii), (viii) the aggregate balances in the current liabilities accounts identified on Schedule 1.02(b)(iand (ix) as of such date from (y) the aggregate balances of the current asset accounts listed on Schedule 1.02(b)(i) as of such dateand Schedules 1.93(a), 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 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 Resolution Date”): (a) the 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 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 (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 Contributors disagree with the Closing Date Net Working Capital, the 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 Contributor’s calculation of the Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Contributors disagree and the items, facts, amounts, calculations, or valuations used to determine such line items. The Contributors shall be deemed 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 Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership shall be binding and conclusive on the parties hereto. (iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, 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 Contributors are unable to reach a resolution within thirty (30) days after the delivery of the Objection Notice, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be 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 Contributors and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): (A) The Operating Partnership and the Contributors shall execute any agreement required by the Independent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (B) The Operating Partnership and the Contributors shall each bear one-half of the fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement referred following additional principles shall in any event govern the preparation of the Preliminary Closing Date Balance Sheet: (i) All intradivisional account balances, including receivables and payables, among the Fastener Businesses shall be in balance (i.e., net to above may require zero when consolidated within the Parties Fastener Business) and all Intercompany Accounts payable or receivable shall be settled prior to the Closing Date and no such amounts shall be reflected on the Preliminary Closing Date Balance Sheet. (ii) All inventory shall be valued in a manner consistent with the principles set forth on Schedule 2.7(a). On, or immediately following the Closing Date, the Buyer shall have the right to have physical inventories conducted and observed by its representatives and representatives of the Sellers as well as audit testing of physical inventory cycle counts at the Buyer’s expense. The results of this activity will be reflected on the Preliminary Closing Date Balance Sheet. (iii) In the event the Parent notifies the Buyer that it intends for the Buyer to assume the Estimated Transferred Fastener Subsidiary Debt pursuant to Section 2.3(b), there shall be included on the Preliminary Closing Date Balance Sheet an amount equal to the actual amount of the debt of the Transferred Fastener Subsidiaries as of the Closing Date, plus the amount of all costs associated with the Buyer assuming the debt of the Transferred Fastener Subsidiaries, including, without limitation, interest rate step ups, make whole payments, prepayment penalties and any other payment required to be bound jointly made upon a “change of control” (the “Actual Transferred Subsidiary Debt”). None of Table of Contents the Actual Transferred Subsidiary Debt shall be recorded on the Preliminary Closing Date Balance Sheet as a “Current Liability” or otherwise included in the calculation of Net Working Capital. (iv) There shall be no cash or cash equivalents recorded on the Preliminary Closing Date Balance Sheet in respect of the United States Fastener Business. In the event there is any cash or cash equivalents on the Fastener Business Books and severally Records that has not been distributed as of the Closing Date out of the Transferred Fastener Subsidiaries organized in jurisdictions outside of the United States there shall be recorded on the Closing Date Balance Sheet under “Current Assets” the amount of such cash and cash equivalents (the “Remaining Cash”); provided, however, the amount of such cash and cash equivalents shall not be included in the calculation of Net Working Capital. (v) The dollar amount of the Overdue Closing Receivables retained by the Sellers at the Closing pursuant to the Independent Accounting Firm Buyer Closing Receivables Notice shall be recorded as a separate line item to be part of “current assets” on the Preliminary Closing Date Balance Sheet solely for those fees purposes of ensuring that the Parent does not pay twice for the Overdue Closing Receivables and costs, and not for purposes of including such Overdue Closing Receivables in the event Operating Partnership Fastener Business Assets or Assumed Fastener Business Liabilities. In addition, there shall be no “Allowance for Doubtful Accounts” reserve recorded on the Contributors pay to the Independent Accounting Firm any Preliminary Closing Date Balance Sheet. (vi) The amount in excess of one-half of the fees reserve for environmental, health, safety and costs litigation on the Preliminary Closing Date Balance Sheet shall be equal to $8,450,000 but shall not be included in the calculation of its engagementNet Working Capital. (vii) The Multivision Investment, the other Party(ies) agree(s) to reimburse Operating Partnership Other Asset – Purchase Accounting/Restructuring Account and the ContributorsOther Asset – Cash Clearing Account at Aichach, in each case as applicableset forth on Schedule 1.54, upon demand, to shall not be included on the extent required to equalize the payments made by Operating Partnership and the Contributors with respect to the fees and costs of the Independent Accounting FirmPreliminary Closing Date Balance Sheet.

Post-Closing Adjustments. The Total Consideration (a) For the purpose of this Agreement, the "Net Book Value" shall be adjusted after the Closing Date as follows: (i) Within ninety (90) days following amount by which the Closing Date, the Operating Partnership shall prepare and deliver to the Contributors a statement setting forth a calculation aggregate book amount of the aggregate Net Working Capital total assets of REI at the Initial Property Owners Effective Time, as determined in accordance with this Section and the Gibralt Initial Property Owner (as defined in the Gibralt Contribution Agreement) as of 12:00 A.M., New York City time, shown on the Closing Date Balance Sheet (as hereinafter defined in Section 7.5(b)) exceeds the aggregate book amount of the total liabilities of REI at the Effective Time, as determined in accordance with this Section and as shown on the Closing Balance Sheet. (b) The Net Book Value shall be determined in U.S. Dollars from the statements of total assets and total liabilities of REI as of the Effective Time (the “"Closing Date Net Working Capital”Balance Sheet"), which calculation . The Closing Balance Sheet shall be prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a manner basis consistent and using with those applied in the same methodology with preparation of the most recent available balance sheet attached hereto as, and any other adjustments shown on, Schedule 1.02(b), and, Audit Report (to the extent not inconsistent with said Schedule, that the principles applied in the preparation thereof were in accordance with GAAP. For purposes of this Agreement “Net Working Capital” as of any particular date shall ) and auditing procedures will 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 carried out in accordance with GAAP, subject to generally accepted auditing standards or as HomeSeekers and the modifications described on Schedule 1.02(b)(i). (ii) Shareholders have otherwise agreed in writing. The Operating Partnership parties shall comply with the Contributors’ reasonable requests for supporting documentation used cooperate in the preparation of the Closing Date Net Working Capital Balance Sheet and the compilation of the information to access be used in the Initial Property Owners books preparation thereof, and records pertaining thereto. Except as set forth belowshall use their respective best efforts to cause their respective accountants to make available to each other their respective work papers with respect to the Closing Balance Sheet. (c) Notwithstanding the restrictions contained in Article VI, REI may declare and pay a cash dividend to its shareholders of record on the day immediately preceding the Closing Date (the "Pre-close Date"). However, in the event the Net Working Capital Book Value is less than One Hundred Forty Five Thousand Five Hundred Sixty-seven Dollars ($145,567), then HomeSeekers shall make a written demand on the Shareholders for the amount by which $145,567 exceeds the Net Book Value (the "Shareholder Adjustment Payment"). The Shareholder Adjustment Payment shall be deemed paid by the Shareholders to be and shall be finalHomeSeekers within ten (10) business days from the date of the demand by one of the following three methods, binding and conclusive at the election of the Shareholders: (i) wire transfer of immediately available funds; (ii) delivery by the Shareholders to HomeSeekers of the number of shares of HomeSeekers Common Stock determined by dividing the Shareholder Adjustment Payment by the average closing sale price of a share of HomeSeekers Common Stock as quoted on the parties upon Nasdaq for the earlier ten (10) consecutive trading days which precede the date of (the “Final Resolution Date”): (a) the Contributors’ delivery of a written notice to shares, as reported (absent manifest error in the Operating Partnership of its approval of the Closing Date Net Working Capital; printing thereof) by The Wall Street Journal (b) the failure of the 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”Western Edition); and (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 Contributors disagree with the Closing Date Net Working Capital, the Contributors may, within thirty (30) days of the delivery by the Operating Partnership Shareholders to HomeSeekers of a promissory note in the amount of the Closing Date Net Working Capital and such supporting documentation as requested pursuant to Section 1.02(b)(ii)Shareholder Adjustment Payment, deliver bearing interest at an Objection Notice setting forth Contributor’s calculation interest rate not less than prime, with a maturity date of not more than one (1) year from the date of the Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items note, and providing for set-off by HomeSeekers of any of its obligations under this Agreement in the Closing Date Calculations with which event of default on the Contributors disagree and the items, facts, amounts, calculations, or valuations used to determine such line itemsnote. The Contributors shall be deemed Shareholders' obligations 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 Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership shall be binding and conclusive on the parties hereto. (iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, 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 Contributors are unable to reach a resolution within thirty (30) days after the delivery of the Objection Notice, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be 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 Contributors and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm make payments pursuant to this Section 1.02(b):is independent of, and in addition to, the indemnity obligations set forth in Article X of this Agreement. (Ad) In the event the Net Book Value is more than One Hundred Forty Five Thousand Five Hundred Sixty-seven Dollars ($145,567), then the Shareholders shall make a written demand on HomeSeekers for the aggregate amount by which the Net Book Value exceeds $145,567 ("HomeSeekers Adjustment Payment"). The Operating Partnership and HomeSeekers Adjustment Payment shall be paid by HomeSeekers to the Contributors shall execute any agreement required Shareholders within ten (10) business days from the date of the demand by one of the following two methods, at the election of HomeSeekers: (i) wire transfer of immediately available funds; or (ii) delivery by HomeSeekers to the Shareholders of the aggregate number of registered shares of HomeSeekers Common Stock (divided among the Shareholders pursuant to written instructions signed by all of the Shareholders) determined by dividing the HomeSeekers Adjustment Payment by the Independent Accounting Firm average closing sale price of a share of HomeSeekers Common Stock as quoted on the Nasdaq for the ten (10) consecutive trading days which precede the date of delivery of shares, as reported (absent manifest error in the printing thereof) by The Wall Street Journal (Western Edition). HomeSeekers' obligations to accept their engagement make payments pursuant to this Section 1.02(b); (B) The Operating Partnership and the Contributors shall each bear one-half of the fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement referred to above may require the Parties to be bound jointly and severally to the Independent Accounting Firm for those fees and costsis independent of, and in the event Operating Partnership or the Contributors pay to the Independent Accounting Firm any amount in excess of one-half of the fees and costs of its engagementaddition to, the other Party(ies) agree(s) to reimburse Operating Partnership indemnity obligations set forth in Article X of this Agreement and the Contributors, as applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership and the Contributors with respect to the fees and costs of the Independent Accounting FirmMerger Consideration.

Post-Closing Adjustments. The Total Consideration shall be adjusted (a) Not later than one hundred and twenty (120) calendar days after the Closing Date as follows: (i) Within ninety (90) days following the Closing Date, Buyer, with the Operating Partnership assistance of Parent, shall prepare and deliver to the Contributors a statement setting forth a calculation Parent (i) an audited combined balance sheet of the aggregate Net Working Capital of the Initial Property Owners Companies and the Gibralt Initial Property Owner (as defined in the Gibralt Contribution Agreement) their Subsidiaries as of 12:00 A.M., New York City time, on the Closing Date (the “Closing Date Net Balance Sheet”), (ii) a statement in the form of Exhibit H setting forth the calculation of the aggregate amount of Cash held by the Companies and their Subsidiaries as of the Closing Date (the “Closing Cash”) and the aggregate amount of any Third-Party Indebtedness owed by the Companies and their Subsidiaries as of the Closing Date (the “Closing Debt” and, such statement, the “Statement of Closing Cash/Debt”), (iii) a statement in the form of Exhibit I setting forth the calculation of the Working Capital as of the Closing Date (the “Statement of Working Capital”) and (iv) a statement in the form of Exhibit J setting forth the calculation of Tax Liabilities of the Companies and their Subsidiaries as of the Closing Date (the “Statement of Tax Liabilities”). Buyer and Parent agree that the audit in respect of the preparation of the Closing Date Balance Sheet as contemplated in this Section 2.4(a) shall be conducted by KPMG Australia instructed jointly by Parent and Buyer, which calculation and Parent shall pay the fees, costs and expenses of such auditors in connection with such audit. The Closing Date Balance Sheet, the Statement of Closing Cash/Debt, the Statement of Working Capital and the Statement of Tax Liabilities shall be prepared (i) in accordance with GAAP applied on a manner basis consistent with the accounting principles and (ii) 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 methodologies in the current liabilities accounts identified on Schedule 1.02(b)(icase of (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). and (ii) The Operating Partnership shall comply with the Contributors’ reasonable requests for supporting documentation used in the preparation of the Closing Date Net Working Capital and to access Pro Forma Balance Sheet (including the Initial Property Owners books and records pertaining notes 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 Resolution Date”): (a) the 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 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 (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 Contributors disagree with the Closing Date Net Working Capital, the 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 Contributor’s calculation of the Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Contributors disagree and the items, facts, amounts, calculations, or valuations used to determine such line items. The Contributors shall be deemed 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 Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership shall be binding and conclusive on the parties hereto. (iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, 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 Contributors are unable to reach a resolution within thirty (30) days after the delivery of the Objection Notice, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be 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 Contributors and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): (A) The Operating Partnership and the Contributors shall execute any agreement required by the Independent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (B) The Operating Partnership and the Contributors shall each bear one-half of the fees and costs of the Independent Accounting Firm; provided, however, that for the engagement agreement 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 the Contributors pay to the Independent Accounting Firm any amount in excess avoidance of one-half of the fees and costs of its engagement, the other Party(ies) agree(s) to reimburse Operating Partnership and the Contributors, as applicable, upon demanddoubt, to the extent required such preparation would not be consistent with the foregoing clauses (i) and (ii), the Statement of Closing Cash/Debt shall be prepared in accordance with the definitions of the terms Cash and Third Party Indebtedness in Section 1.1. The exchange rates used to equalize determine the payments made by Operating Partnership Statement of Working Capital and the Contributors Working Capital shall be those set forth in Section 2.4(a) of the Parent Disclosure Schedule. (b) Unless within forty-five (45) calendar days after the receipt of the Statement of Closing Cash/Debt, the Statement of Working Capital or the Statement of Tax Liabilities, Parent delivers to Buyer a reasonably detailed written statement (i) describing any objections to the calculations set forth in the Statement of Closing Cash/Debt, the Statement of Working Capital or the Statement of Tax Liabilities, as the case may be, including a description of the basis and amount of any such objection (the “Objection Statement”) and (ii) only including objections based on the Statement of Closing Debt/Cash, the Statement of Working Capital or the Statement of Tax Liabilities not being calculated in accordance with Section 2.4(a) hereof, the amounts determined therein shall be final and binding. (c) If Parent delivers the Objection Statement pursuant to Section 2.4(b) hereof, Buyer and Parent shall use good faith efforts to resolve in writing any disputes within thirty (30) calendar days after Parent has submitted the Objection Statement. Any remaining disputes that were included in the Objection Statement in accordance with Section 2.4(b) hereof and that have not been resolved in writing within such thirty (30) calendar days, shall be submitted to the New York office of PricewaterhouseCoopers LLC (or, if such firm is unable or unwilling to act, such other internationally recognized independent public accounting firm as shall be agreed upon by Parent and Buyer in writing) (the “Reviewing Accountants”), acting as an expert and not as an arbitrator. Parent and Buyer shall use reasonable efforts to cause the Reviewing Accountants to render a determination resolving the matters submitted to the Reviewing Accountants in accordance with Section 2.4(b) hereof within thirty (30) calendar days following submission. Notwithstanding anything set forth in this Section 2.4(c), the scope of any dispute to be resolved by the Reviewing Accountants shall be limited to the objections raised by Seller in accordance with Section 2.4(b) hereof and, except for the foregoing matters, the Reviewing Accountants shall not and are not to make any further determination. In resolving any disputed item, the Reviewing Accountants may not assign a value to any particular item greater than the greatest value for such item claimed by Parent or Buyer, as the case may be, or less than the smallest value for such item claimed by Parent or Buyer, as the case may be, in each case as presented to the Reviewing Accountants. The determination of the Reviewing Accountants shall be final and binding ten (10) Business Days after such determination is made and a judgment may be entered upon a determination of the Reviewing Accountants in any court having jurisdiction over the party against which such determination is to be enforced; provided, however, that, subject to Section 12.3 hereof, Parent or Buyer may, within ten (10) Business Days of the determination of the Reviewing Accountants, file suit against the other party in a court of competent jurisdiction (the “Court”) with respect to the unresolved disputes submitted to the Reviewing Accountants, in which case the determination of such Court (which determination is not subject to review or appeal) shall be final and binding. (d) The fees and costs expenses of the Independent Accounting FirmReviewing Accountants determination shall be paid by the parties based upon the degree to which the body (the “Relevant Body”) making the final and binding determination of the unresolved disputes (i.e., the Reviewing Accountants or the Court) accepts the respective positions of the parties. For example, if it is Parent’s position that the required adjustment is $300, Buyer’s position that the required adjustment is $100 and the Relevant Body’s determination that the adjustment owed is $150, then Parent shall pay seventy-five percent (75%) ((300-150)/(300-100)) of the Reviewing Accountants’ fees and expenses and Buyer shall pay twenty-five percent (25%) ((150-100)/(300-100)) of the Reviewing Accountants’ fees and expenses. Buyer and Parent shall cooperate with each other and, to the extent applicable, the Reviewing Accountants, in connection with the matters contemplated by this Section 2.4, including by furnishing such information and reasonable access (including access by Parent and its Representatives) to books, records (including, subject to the execution and delivery by the requesting party of a reasonable and customary release and indemnity agreement for the benefit of the relevant accountants, accountants work papers), personnel and properties as may be reasonably requested, including with regard to the preparation of the Closing Date Balance Sheet (including the audit in connection therewith), the Statement of Closing Cash/Debt, the Statement of Working Capital, the Statement of Tax Liabilities or the Objection Statement, as the case may be. (e) (i) If the Closing Cash set forth on the Statement of Closing Cash/Debt is less than the Closing Debt as set forth on the Statement of Closing Cash/Debt, in each case as finally determined in accordance with this Section 2.4, Parent, on behalf of Sellers, shall pay to Buyer by wire transfer of U.S. dollars in immediately available funds within five (5) Business Days of the date of such determination the difference between the Closing Debt and the Closing Cash and (ii) if the Closing Cash set forth on the Statement of Closing Cash/Debt is greater than the Closing Debt as set forth on the Statement of Closing Cash/Debt, in each case as finally determined in accordance with this Section 2.4, Buyer will pay to Parent, on behalf of Sellers, by wire transfer of U.S. dollars in immediately available funds within five (5) Business Days of the date of such determination the difference between the Closing Cash and the Closing Debt, in the case of (i) or (ii) together with interest thereon at a rate equal to the London Interbank Offered Rate for U.S. dollars, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment. (i) If the Working Capital set forth on the Statement of Working Capital as finally determined in accordance with this Section 2.4 is less than the Target Working Capital, Parent, on behalf of Sellers, shall pay to Buyer by wire transfer of U.S. dollars in immediately available funds within five (5) Business Days of the date of such determination the difference between the Target Working Capital and the Working Capital and (ii) if the Working Capital set forth on the Statement of Working Capital as finally determined in accordance with this Section 2.4 is more than the Target Working Capital, Buyer shall pay to Parent, on behalf of Sellers, by wire transfer of U.S. dollars in immediately available funds within five (5) Business Days of the date of such determination the difference between the Working Capital and the Target Working Capital, in the case of (i) or (ii) together with interest thereon at a rate equal to the London Interbank Offered Rate for U.S. dollars, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment; provided, however, that no amount shall be payable by Parent or Buyer pursuant to this Section 2.4(f) if the difference between the Target Working Capital and the Working Capital is less than $750,000. (g) Within five (5) Business Days of the date of the final determination of the Statement of Tax Liabilities in accordance with this Section 2.4, Parent, on behalf of Sellers, shall pay to Buyer by wire transfer of U.S. dollars in immediately available funds the amount of Tax Liabilities set forth on the Statement of Tax Liabilities, as finally determined.

Post-Closing Adjustments. The Total Consideration shall be adjusted (a) Within sixty (60) days after the Closing Date as follows: (i) Within ninety (90) days following the Closing DateClosing, the Operating Partnership Purchaser shall prepare or cause the Company to prepare in good faith and deliver to the Contributors Stockholder Representative a statement Closing Date Balance Sheet and calculations setting forth a in reasonable detail its calculation of the aggregate Net Working Capital amount of the Initial Property Owners and the Gibralt Initial Property Owner (as defined in the Gibralt Contribution Agreement) as of 12:00 A.M., New York City time, on the Closing Date (Working Capital. Upon the “receipt by the Stockholder Representative of such proposed calculation of the Closing Date Net Working Capital, Purchaser shall permit the Stockholder Representative and its representatives, agents, counsels and auditors, during normal business hours, to have reasonable access to, and to examine and make copies of the Company’s records, for purposes of reviewing the proposed Closing Date Working Capital. Within thirty (30) days after the receipt of the calculation of Closing Date Working Capital, the Stockholder Representative shall deliver a written notice to Purchaser stating whether it has any objections to the proposed Closing Date Working Capital calculation (a “Notice of Objection”), which calculation shall be prepared in a manner consistent and using . Failure to give the same methodology with Notice of Objection (or written notification from the most recent available balance sheet attached hereto as, and any other adjustments shown on, Schedule 1.02(b), and, Sellers to Purchaser that they have no such objection to the extent not inconsistent with said Schedule, in accordance with GAAPproposed Closing Date Working Capital calculation) shall constitute acceptance and approval of such proposed Closing Date Working Capital calculation. For purposes On the day of this Agreement “Net the approval or acceptance of the Closing Date 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 calculation of the current asset accounts listed on Schedule 1.02(b)(i) as of such date, in each case, determined in accordance with GAAPClosing Date Working Capital becomes final and binding, subject to the modifications described provisions of Section 2.3. The Stockholder Representative, on Schedule 1.02(b)(i). (ii) The Operating Partnership shall comply with the Contributors’ reasonable requests for supporting documentation used in the preparation of the Closing Date Net Working Capital one hand, and to access the Initial Property Owners books and records pertaining thereto. Except as set forth belowPurchaser, 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 Resolution Date”): (a) the Contributors’ delivery of a written notice other hand, agree to the Operating Partnership of its approval of the Closing Date Net Working Capital; (b) the failure of the Contributors work diligently and in good faith with one another 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 (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 Contributors disagree with the Closing Date Net Working Capital, the Contributors may, resolve any such objections within thirty (30) days of the delivery receipt by Purchaser of a Notice of Objection, and the proposed Closing Date Working Capital calculation (as may be revised in accordance with clause (i) or clause (ii) below) shall become final and binding upon the parties hereto on the earlier of (i) the date on which the parties hereto resolve in writing any differences they have with respect to any matter specified in a Notice of Objection or (ii) the date on which any matters in dispute are finally resolved in writing by the Operating Partnership of the Closing Date Net Working Capital Selected Accounting Firm and such supporting documentation as requested pursuant communicated to Section 1.02(b)(ii), deliver an Objection Notice setting forth Contributor’s calculation of the Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Contributors disagree and the items, facts, amounts, calculations, or valuations used to determine such line items. The Contributors shall be deemed 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 Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership shall be binding and conclusive on the parties hereto. (ivb) If Within sixty (60) days after the Contributors timely Closing, Purchaser shall deliver an Objection Notice to the Operating Partnership Stockholders Representative the Company’s audited IFRS 2005 financial statements with the audited 2005 revenue (the “Audited 2005 Revenue”) which shall include an unqualified audit opinion. (c) In the event the Stockholder Representative and Purchaser are unable to resolve a dispute or disagreement set forth in a Notice of Objection within the 30-day period pursuant to the last sentence of Section 2.3(a), the parties hereto shall submit the dispute to a mutually agreed accounting firm of recognized national standing acceptable to the Stockholder Representative and Purchaser (the “Selected Accounting Firm”). The Selected Accounting Firm shall make a final and binding resolution of the disputes or disagreements, which final resolution shall be (A) in writing, and (B) made in accordance with Section 1.02(a)(iii)this Agreement, the Operating Partnership and the Contributors shall attempt in good faith to reconcile Closing Date Working Capital calculation as finally determined by the parties’ differences, and any resolution by them as to any disputed amounts Selected Accounting Firm shall be final, binding deemed acceptable to the Stockholders Representative and conclusive on the partiesPurchaser for all purposes of this Agreement. If the Operating Partnership and the Contributors are unable The Selected Accounting Firm shall be instructed to reach a resolution use every reasonable effort to perform its services within thirty (30) days after the delivery submission of the Objection NoticeClosing Date Working Capital calculation to it, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USAany case, LLP (the “Independent Accounting Firm”)as soon as practicable after such submission. The lead partner costs and expenses for the services of the Independent Selected Accounting Firm shall be named borne equally by Purchaser, on the managing partner one hand, and the Sellers, on the other hand. The resolution 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 Contributors and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The Independent Selected Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, be set forth in writing and inexpensively as possible, which procedures may, but need not, shall be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): (A) The Operating Partnership conclusive and the Contributors shall execute any agreement required binding upon and non-appealable by the Independent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (B) The Operating Partnership and the Contributors shall each bear one-half of the fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement 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 the Contributors pay to the Independent Accounting Firm any amount in excess of one-half of the fees and costs of its engagement, the other Party(ies) agree(s) to reimburse Operating Partnership and the Contributors, as applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership and the Contributors with respect to the fees and costs of the Independent Accounting Firmparties.

Post-Closing Adjustments. The Total Consideration shall be adjusted (a) As promptly as practicable after the Closing Date as follows: Closing, but in no event later than sixty (i) Within ninety (9060) days following after the Closing Date, Parent shall cause the Operating Partnership shall Surviving Corporation to prepare and deliver to the Contributors Representative (on behalf of the Stockholders) a statement (the “Closing Statement”) setting forth a the Surviving Corporation’s calculation of the aggregate Aggregate Merger Consideration, including the Surviving Corporation’s calculation of the Net Working Capital Adjustment, Indebtedness of the Initial Property Owners Company and the Gibralt Initial Property Owner (as defined in the Gibralt Contribution Agreement) its Subsidiaries as of 12:00 A.M., New York City time, the close of business on the day prior to the Closing Date (the “Closing Indebtedness”), Cash (the “Closing Cash”), and Transaction Expenses unpaid as of the close of business on the day prior to the Closing Date Net Working Capital(the “Closing Transaction Expenses”), 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) a basis consistent with this Agreement, including, as of such date from (y) the aggregate balances of the current asset accounts listed on Schedule 1.02(b)(i) as of such dateapplicable, in each case, determined in accordance with GAAP, subject to the modifications described on Schedule 1.02(b)(i)Exhibit 4.2. (iib) The Operating Partnership Surviving Corporation and Parent shall comply (i) permit the Representative and its representatives to have reasonable access to the books, records and other documents (including work papers, schedules, financial statements, memoranda, etc.) and shall cooperate with the Contributors’ reasonable requests for supporting documentation Representative in seeking to obtain work papers from the Surviving Corporation pertaining to or used in connection with the preparation of the Closing Date Net Working Capital 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 access Parent’s and the Initial Property Owners books Surviving Corporation’s employees and records pertaining theretoaccountants as reasonably requested by the Representative. Except as set forth below, If the Closing Date Net Working Capital shall be deemed to be and shall be final, binding and conclusive Representative (on the parties upon the earlier of (the “Final Resolution Date”): (a) the Contributors’ delivery of a written notice to the Operating Partnership of its approval behalf of the Closing Date Net Working Capital; (bStockholders) the failure disagrees with any part of the 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 (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 Contributors disagree with the Closing Date Net Working Capital, the 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 ContributorSurviving Corporation’s calculation of the Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in Aggregate Merger Consideration as set forth on the Closing Date Calculations with which the Contributors disagree and the items, facts, amounts, calculations, or valuations used to determine such line items. The Contributors shall be deemed 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 Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection NoticeStatement, the Closing Date Net Working Capital determined by the Operating Partnership shall be binding and conclusive on the parties hereto. (iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii)Representative shall, the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, 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 Contributors are unable to reach a resolution within thirty (30) days after the delivery Representative’s receipt of the Closing Statement, notify Parent in writing of such disagreement by setting forth the Representative’s calculation of the Aggregate Merger Consideration, including the Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses describing the basis for such disagreement (an “Objection Notice”). If an Objection Notice is delivered to Parent, then Parent and the Representative (on behalf of the Stockholders) shall negotiate in good faith to resolve their disagreements with respect to the computation of the Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses. In the event that Parent and the Representative are unable to resolve all such disagreements within twenty (20) days after Parent’s receipt of such Objection Notice, Parent or the Operating Partnership Representative may submit such remaining disagreements to Deloitte LLP or any other nationally recognized certified public accounting firm as is reasonably acceptable to Parent and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP Representative (the “Independent Accounting Firm”). The lead partner If no Objection Notice is delivered within such thirty (30) day period, or if Parent and the Representative agree upon all matters in dispute within the twenty (20) day period specified in this Section 4.3(b), the Closing Statement, as furnished by Parent or as adjusted to reflect any such agreements (as applicable) shall be conclusive and binding upon all parties hereto. (c) Parent and the Representative shall use commercially reasonable efforts to cause the Accounting Firm to resolve all remaining disagreements with respect to the computation of the Independent Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses identified in the Objection Notice as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within forty-five (45) days after its retention. The Accounting Firm shall consider only those items and amounts in the Surviving Corporation’s and the Representative’s respective calculations of the Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses that are identified as being items and amounts to which the Surviving Corporation’s and the Representative have been unable to agree. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Accounting Firm’s determination of the Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses 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 of the Accounting Firm shall be named by conclusive and binding upon the managing partner of the accounting firm parties hereto and shall not be subject to appeal or by such further review (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 than with respect to serve errors 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 Contributors and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firmarithmetic calculations). (vd) The Independent costs and expenses of the Accounting Firm in determining the Net Working Capital Adjustment, Closing Indebtedness, Closing Cash and Closing Transaction Expenses shall establish such procedures giving due regard be borne by Parent, on the one hand, and the Representative (on behalf of the Stockholders and Optionholders), on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the intention amount actually contested by such party. For example, if Parent claims the Net Working Capital Adjustment is $1,000 less than the amount determined by the Representative, and the Representative contests only $500 of the Parties to resolve disputes as promptly, efficientlyamount claimed by Parent, and inexpensively as possibleif the Accounting Firm ultimately resolves the dispute by awarding Parent $300 of the $500 contested, which procedures maythen the costs and expenses of the Accounting Firm will be allocated 60% (i.e., but need not300 ÷ 500) to the Representative (on behalf of the Stockholders) and 40% (i.e., be those proposed by either the Operating Partnership or the Contributors200 ÷ 500) to Parent. (vie) If issues are submitted to the Independent Accounting Firm Within five (5) Business Days after Aggregate Merger Consideration is finally determined pursuant to this Section 1.02(b4.3 (such finally determined Aggregate Merger Consideration, the “Final Merger Consideration”): (Ai) The Operating Partnership If the Actual Adjustment is a positive amount, Parent will pay, or cause to be paid, to the Representative (on behalf of the Stockholders and Optionholders) for distribution to the Stockholders and Optionholders in accordance with Schedule 5.4(a), such positive amount, net of applicable withholding taxes, if any, by wire transfer or delivery of other immediately available funds. (ii) If the Actual Adjustment is a negative amount, Parent and the Contributors Representative will instruct the Escrow Agent to pay to Parent such negative amount, net of applicable withholding taxes, if any, from the Adjustment Holdback Amount by wire transfer or delivery of other immediately available funds. If the Adjustment Holdback Amount is insufficient to pay such negative amount, as provided in the Letter of Transmittal, each of the Stockholders shall execute pay to or as directed by Parent, by wire transfer or delivery of other immediately available funds within three (3) Business Days following receipt of notice, the amount of any agreement required by the Independent Accounting Firm shortfall pro-rata based on their ownership of Common Stock as reflected on Schedule 5.4(a). (iii) Any payment to accept their engagement be made pursuant to this Section 1.02(b); 4.3(e) (Bthe “Purchase Price Adjustments”) shall be increased by an amount equal to the product of such payment multiplied by a rate per annum equal to the prime rate of interest reported from time to time in The Operating Partnership and Wall Street Journal, calculated on the Contributors shall each bear one-half basis of the fees and costs actual number of days elapsed over three hundred sixty (360), from the Independent Accounting Firm; provided, however, that the engagement agreement referred to above may require the Parties to be bound jointly and severally Closing Date to the Independent Accounting Firm date of payment. All Purchase Price Adjustments shall be treated by all parties for those fees and costs, and in the event Operating Partnership or the Contributors pay tax purposes as adjustments to the Independent Accounting Firm any amount in excess of one-half of the fees and costs of its engagement, the other Party(ies) agree(s) to reimburse Operating Partnership and the Contributors, as applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership and the Contributors with respect to the fees and costs of the Independent Accounting FirmAggregate Merger Consideration.

Post-Closing Adjustments. The Total Consideration shall be adjusted (a) Within thirty (30) Business Days after the Closing Date Date, Seller shall (i) prepare and deliver to Purchaser a draft Closing Statement (to be computed in accordance with Accounting Principles consistently with the Closing Statement Format) with attached details of TFR and other payables to Employees accrued at Closing and settled at Closing and of TFR and other payables to Employees accrued at Closing but not settled at Closing (the "Draft Closing -------------- Statement"), (ii) calculate the difference between the amount in Euro of --------- Inventory minus Trade Payables, Customer Bonuses, as followsindicated in the Reference Financial Sheet and the amount in Euro of Inventory minus Trade Payables, Customer Bonuses, TFR and other payables relating to Employees - to the extent not settled at Closing pursuant to Section 9.2 below - as indicated in the Draft Closing Statement (the "Draft Price Adjustment"). Purchaser shall cooperate with ---------------------- Seller in connection with, and shall furnish to Seller all such information as Seller may reasonably require, in the preparation of the Draft Closing Statement. (b) The parties hereto agree that the Accounting Principles, applied on a good faith basis, will be the sole methodology used to determine (i) the Draft Closing Statement (which shall be drafted consistently with both the Closing Statement Format and the Reference Financial Sheet, provided the latter complies with the Accounting Principles) and (ii) the Draft Price Adjustment provided herein, and no other accounting methods, policies, practices, procedures, classifications or methodologies will be used for such purposes. Purchaser shall provide Seller and its representatives with reasonable access to books and records and relevant personnel during the preparation of the Draft Closing Statement and the resolution of any disputes that may arise under this Section 2.4. (c) If Purchaser disagrees with the amounts shown on the Draft Closing Statement and/or with the Draft Price Adjustment, Purchaser shall notify Seller in writing of such disagreement within thirty (30) Business Days after delivery of the Draft Closing Statement, which notice shall describe the nature of any such disagreement, shall provide explanations in reasonable detail, shall identify the specific items involved and shall specify the Euro amount of each such disagreement also specifically indicating to what individual line item of the Closing Statement the disagreement relates. After the end of such thirty (30) Business Day period, Purchaser may not introduce additional disagreements or increase the amount of any disagreement with respect to any item in the Draft Closing Statement and/or the Draft Price Adjustment, and any item not so identified shall be deemed to be agreed to by Purchaser and will be final and binding upon the parties. As the Draft Closing Statement shall include certain estimates and judgments which may change over time after the Closing Date, Seller and Purchaser agree that any market or business developments after the Closing date shall not be taken into consideration and that the status of the Going Concern's affairs and market circumstances at the time of the Closing shall prevail. Any facts or events arising after Closing shall not be taken into consideration in the final determination of the Closing Statement. Purchaser and Seller agree that appropriate adjustments to the Draft Closing Statement will only be made if: (i) per individual line item of the Draft Closing Statement the adjustment amounts to more than (euro) 10,000 (ten thousand euro); and (ii) in the aggregate, these adjustments amounts to more than (euro) 25,000 (twenty-five thousand euro), in which event the adjustments shall be made for the full amount of such adjustments. (d) Purchaser and Seller agree to negotiate in good faith to resolve any such disagreement. If Purchaser and Seller are unable to resolve all disagreements properly identified by Purchaser pursuant to Section 2.4(c) within thirty (30) Business Days after delivery to Seller of written notice of such disagreement, then such disagreements shall be submitted for final and binding resolution to Ernst & Young, Milan, Italy, or if unavailable, another independent internationally recognized accounting firm mutually acceptable to Seller and Purchaser (the "Accounting Expert"). If Seller and Purchaser are ------------------ unable to agree on the Accounting Expert within ten (10) Business Days after good faith negotiations then the Accounting Expert shall be appointed by the President of the Court of Milan at the request of either party. The Accounting Expert shall act as an expert (and not as an arbitrator) pursuant to an engagement agreement to be executed substantially in the form of Schedule 2.4(d) and will only consider those items and amounts set forth in the Draft Closing Statement as to which Purchaser and Seller have disagreed within the time periods and on the terms specified above and must resolve the matter in accordance with the terms and provisions of this Agreement (including Section 2.4(b) above). The Accounting Expert shall deliver to Purchaser and Seller, as promptly as practicable after its appointment (but in no event later than forty five (45) Business Days), a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement and the reasons for such determination. The Accounting Expert shall consider in making its determination also presentations and supporting material provided by the parties. The parties agree that Seller shall supply Purchaser, and Purchaser shall supply Seller, with any written representations that are made to the Accounting Expert and that each party and its representatives, accountants and other advisors may be present while oral presentations are made to the Accounting Expert. The determination of the Accounting Expert shall be final and binding upon Purchaser and Seller. The fees, expenses and costs (including VAT) of the Accounting Expert shall be borne one-half by Purchaser and one-half by Seller irrespective of the decision of the Accounting Expert. (e) The Draft Closing Statement and the Draft Price Adjustment shall be deemed to be the "Final Closing Statement" and the "Final Price Adjustment" for ------------------------ ---------------------- the purposes of this Agreement upon the earliest of (A) the failure of Purchaser to notify Seller of a dispute with respect to the Draft Closing Statement and the Draft Price Adjustment within thirty (30) Business Days of Seller's delivery of the Draft Closing Statement to Purchaser, (B) the resolution of all disputes with respect to the Draft Closing Statement and the Draft Price Adjustment pursuant to Section 2.4(d), by Seller and Purchaser, and (C) the resolution of all disputes with respect to the Draft Closing Statement and the Draft Price Adjustment pursuant to Section 2.4(d), by the Accounting Expert. (f) The Final Price Adjustment shall be algebraically added to the Provisional Purchase Price in order to determine the Final Purchase Price. (g) The Final Price Adjustment shall be paid in accordance with the following provisions: (i) Within ninety (90) days following if the Closing DateProvisional Purchase Price results in an amount higher than the Final Purchase Price, so that the Final Price Adjustment is negative, the Operating Partnership shall prepare and deliver to the Contributors a 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 12:00 A.M., New York City time, on the Closing Date (the “Closing Date Net Working Capital”), which calculation difference 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, paid by Seller 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).Purchaser; (ii) The Operating Partnership if the Provisional Purchase Price results in an amount lower than the Final Purchase Price, so that the Final Price Adjustment is positive, the difference shall comply with be paid by Purchaser to Seller; provided that, in both cases, payment shall occur, by wire transfer of immediately available funds to an account designated by the Contributors’ reasonable requests for supporting documentation used in party receiving payment within five (5) Business Days after the preparation final determination of the Final Price Adjustment pursuant to Subsection 2.4(e), plus interest on the amount of such downward adjustment or upward adjustment from and including the Closing Date Net Working Capital and through the date of such payment thereof at the per annum rate equal 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 five percent (the “Final Resolution Date”): (a) the 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 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 (c) the resolution of all disputes, pursuant either to Section 1.02(b)(iv) or to Section 1.02(c5%), by the Independent Accounting Firm.and (iii) If if the Contributors disagree with Provisional Purchase Price results in an amount equal to the Closing Date Net Working CapitalFinal Purchase Price, then the 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 Contributor’s calculation of the Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Contributors disagree and the items, facts, amounts, calculations, or valuations used to determine such line items. The Contributors Final Purchase Price shall be deemed as fully paid 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 Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined Seller by the Operating Partnership shall be binding and conclusive on the parties heretoPurchaser. (iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, 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 Contributors are unable to reach a resolution within thirty (30) days after the delivery of the Objection Notice, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be 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 Contributors and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): (A) The Operating Partnership and the Contributors shall execute any agreement required by the Independent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (B) The Operating Partnership and the Contributors shall each bear one-half of the fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement 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 the Contributors pay to the Independent Accounting Firm any amount in excess of one-half of the fees and costs of its engagement, the other Party(ies) agree(s) to reimburse Operating Partnership and the Contributors, as applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership and the Contributors with respect to the fees and costs of the Independent Accounting Firm.

Post-Closing Adjustments. The Total Consideration shall be adjusted after the Closing Date 3.4.1 As promptly as follows: (i) Within practicable, but in no event later than ninety (90) days following after the Closing Date, the Operating Partnership Purchaser Parent shall prepare and deliver to the Contributors Seller Parent a detailed 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 12:00 A.M., New York City time, on the Closing Date (the “Closing Date Statement”) setting out (i) the Net Indebtedness, (ii) the Net Working Capital”Capital Adjustment (including all the data required pursuant to Annex J), which (iii) the CAPEX Adjustment and (iv) the Straddle Period Taxes (including all the data set forth in Annex L to calculate Straddle Period Taxes). The Purchaser Parent shall deliver the Closing Date Statement together with all supporting documentation including (i) an unaudited pro forma consolidated balance sheet for the Business as at the Closing Date and the profit and loss account for the period ending on the Closing Date, and (ii) supporting schedules and notes setting forth in reasonable detail all assets and liabilities included therein, in each case prepared in accordance with the Accounting Principles and Methods on a consistent basis with the June 30, 2010 Financial Statements. Until such time as the calculation of all amounts shown on the Closing Date Statement is final, binding and conclusive on the Parties in accordance with this Section 3.4, the Seller Parent and its respective accountants shall be prepared in a manner consistent and using permitted to discuss the same methodology Closing Date Statement with the most recent available balance sheet attached hereto asPurchaser Parent, the Purchaser, the Group Companies and their respective accountants and advisors, and the Purchaser Parent shall provide to the Seller Parent, or procure that the Seller Parent be provided with, copies of, and shall arrange for the Seller Parent to have access (upon reasonable notice during normal business hours) to, the work papers (including accounting and financial documents and any other adjustments shown on, Schedule 1.02(b), and, document used to prepare 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 (xClosing Date Statement) 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 Contributors’ reasonable requests for and supporting documentation used in of, the Purchaser Parent, the Purchaser, the Group Companies and their respective accountants and advisors, so as to allow the Seller Parent and its respective accountants to be informed concerning all matters relating to the preparation of the Closing Date Statement and the accounting procedures, methodologies, tests and approaches used in connection therewith. 3.4.2 If the Seller Parent has any objections to the Closing Date Statement as prepared by the Purchaser Parent, the Seller Parent shall, within sixty (60) days after the Seller Parent’s receipt of the Closing Date Statement (the “Notice Period”), give written notice (the “Notice”) to the Purchaser Parent specifying in reasonable detail, to the extent practicable based on the information available, the items in the Closing Date Statement to which objection is taken and the basis therefor (the “Disputed Items”). 3.4.3 If the Seller Parent does not give the Notice within the Notice Period, the Purchaser Parent’s calculation of Net Indebtedness, Net Working Capital Adjustment, CAPEX Adjustment and to access the Initial Property Owners books and records pertaining thereto. Except as set forth below, Straddle Period Taxes shown on the Closing Date Net Working Capital shall be deemed to be and Statement shall be final, binding and conclusive on the parties upon Parties. 3.4.4 With respect to the earlier of Disputed Items, the Seller Parent and the Purchaser Parent shall negotiate in good faith during a sixty (60) day period (the “Final Resolution DatePeriod”): (a) after the Contributors’ delivery date of the receipt by the Purchaser Parent of the Notice to resolve any disputes regarding the Disputed Items. By no later than the end of the Resolution Period, the Parties shall record in a written notice to statement (the Operating Partnership of its approval “Resolved Items Statement”), signed by the Seller Parent and the Purchaser Parent, which of the Closing Date Net Working Capital; (b) Disputed Items have been agreed and setting out the failure of the 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 (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 Contributors disagree with the Closing Date Net Working Capital, the 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 Contributor’s calculation of the Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Contributors disagree and the items, facts, amounts, calculations, or valuations used to determine such line itemsamounts so agreed. The Contributors shall be deemed 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 calculation of the Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership shall be binding and conclusive amounts thus shown on the parties hereto. (iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, and any resolution by them as to any disputed amounts Resolved Items Statement shall be final, binding and conclusive on the partiesParties. 3.4.5 If the Seller Parent and the Purchaser Parent are unable to resolve all Disputed Items within the Resolution Period, then within five (5) Business Days after the expiration of the Resolution Period, all Disputed Items not agreed in the Resolved Items Statement (the “Outstanding Items”) shall be submitted by the Seller Parent and/or the Purchaser Parent to Stéphane Kherroubi of Ernst & Young in Paris (the “Original Expert”), provided that if such Original Expert is unavailable or unwilling to act for any reason, the Seller Parent and the Purchaser Parent shall, by mutual written agreement, select another English speaking expert, who shall come from a recognized accounting firm, amongst the firms listed in Schedule 3.4.5, independent from, with no conflict of interest in respect of, each Party and each Group Company (the “Substituted Expert”), and to whom the Outstanding Items shall be submitted. If the Operating Partnership Purchaser Parent and the Contributors are unable Seller Parent fail to reach a resolution agree on the appointment of the Substituted Expert within thirty twenty (3020) days after a written request by either the Purchaser Parent or the Seller Parent for appointment of the Substituted Expert, an English speaking expert shall be appointed by the president of the Commercial Court of Paris ruling in his summary jurisdiction (statuant en référé) at the request of either the Purchaser Parent or the Seller Parent in accordance with article 1592 of the French Civil Code (the “Judicial Expert”), and the Outstanding Items shall be submitted to the Judicial Expert so appointed. 3.4.6 The Original Expert, the Substituted Expert or the Judicial Expert, as the case may be (the “Expert”), shall be appointed to determine the Outstanding Items. The Expert shall determine in writing all the Outstanding Items within forty five (45) days following his appointment by the delivery of the Objection Notice, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining a written report in dispute for resolution to BDO USA, LLP English (the “Independent Accounting FirmExpert Report”) to the Parties. 3.4.7 The Expert shall only review the Outstanding Items. The Purchaser Parent and the Purchaser shall ensure or procure that the Expert has reasonable access, subject to customary confidentiality undertakings, to all books, records and employees of the Group Companies and to the advising independent auditors of each Group Company, for the sole purpose of allowing the Expert to determine the Outstanding Items. The Expert may decide upon the procedure that he or she intends to follow. The Expert may (without obligation) convene hearings and meetings with the Parties and the Group Companies (including their respective management and accountants). The lead partner of fees and expenses charged by the Independent Accounting Firm Expert shall be named shared equally by the managing partner Seller Parent and the Purchaser Parent. 3.4.8 The Expert shall be instructed to set out in the Expert Report the calculation and relevant grounds of all the accounting firm Outstanding Items, together with his or by such other practice ordinarily employed by her reasons therefor. The calculation of all amounts shown on the Independent Accounting Firm. While each party represents that it is not aware of any conflicts Expert Report relating to the Outstanding Items shall be final, binding and conclusive on the Parties. 3.4.9 The Net Indebtedness, Net Working Capital Adjustment, CAPEX Adjustment and Straddle Period Taxes, as of agreed or determined in accordance with the date hereof that could negatively impact the Independent Accounting Firm’s ability applicable provisions in Sections 3.4.1 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 Firm3.4.8 above inclusive, if the designated accounting firm is not eligible or will not serve as the Independent Accounting Firmare, respectively, the Contributors “Final Net Indebtedness”, the “Final Net Working Capital Adjustment” the “Final CAPEX Adjustment” and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm“Final Straddle Period Taxes”. (v) The Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): (A) The Operating Partnership and the Contributors shall execute any agreement required by the Independent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (B) The Operating Partnership and the Contributors shall each bear one-half of the fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement 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 the Contributors pay to the Independent Accounting Firm any amount in excess of one-half of the fees and costs of its engagement, the other Party(ies) agree(s) to reimburse Operating Partnership and the Contributors, as applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership and the Contributors with respect to the fees and costs of the Independent Accounting Firm.

Post-Closing Adjustments. The Total Consideration (a) For the purpose of this Agreement, the “Net Book Value” shall be adjusted after the amount by which the aggregate book amount of the total assets of Target and its subsidiaries on a consolidated basis at the Effective Time, as determined in accordance with this Section 4.5 and as shown on the Closing Date Balance Sheet (as follows:hereinafter defined in Section 4.5(b)) exceeds the aggregate book amount of the total liabilities of Target and its subsidiaries on a consolidated basis at the Effective Time, as determined in accordance with this Section 4.5 and as shown on the Closing Balance Sheet. (ib) Within ninety The Net Book Value shall be determined in U.S. Dollars from statements of total assets and total liabilities of Target and its subsidiaries on a consolidated basis as of the Effective Time (90the “Closing Balance Sheet”). The Closing Balance Sheet shall be prepared by Controlling Shareholder and audited at the Surviving Company’s expense. The inventory of Target and its subsidiaries on a consolidated basis shall be determined pursuant to a physical count, or such other procedures as may be mutually agreed upon. (c) days following For the purpose of this Agreement, the Net Earnings (“Net Earnings”), as set forth in Section 3.4 hereof, for the previous twelve (12) successive months shall be recalculated in accordance with GAAP so as to allow for a verification of the Purchase Price, as used herein (“Closing Net Earnings”). (d) The Closing Balance Sheet and the Closing Date, Net Earnings shall be prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a basis consistent with those applied in the Operating Partnership shall prepare and deliver to the Contributors a statement setting forth a calculation preparation of the aggregate Net Working Capital of the Initial Property Owners and the Gibralt Initial Property Owner Financial Statements (as defined in the Gibralt Contribution AgreementSection 5.3(h) as of 12:00 A.M., New York City time, on the Closing Date hereof) (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, that the principles applied in the preparation thereof were in accordance with GAAP. For purposes of this Agreement “Net Working Capital” as of any particular date shall ) and auditing procedures will 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 carried out in accordance with GAAPgenerally accepted auditing standards or as Parent, subject to the modifications described on Schedule 1.02(b)(i)Target and Controlling Shareholder have otherwise herein agreed. (iie) The Operating Partnership parties shall comply with the Contributors’ reasonable requests for supporting documentation used cooperate in the preparation of the Closing Date Net Working Capital Balance Sheet and to access the Initial Property Owners books and records pertaining thereto. Except as set forth below, the Closing Date Net Working Capital Earnings and the compilation of the information to be used in the preparation thereof, and shall use their respective best efforts to cause their respective accountants to make available to each other their respective work papers with respect to the Closing Balance Sheet and Closing Net Earnings. The Closing Balance Sheet and Closing Net Earnings shall contain the draft opinion of the Target’s accountants, addressed to Parent and Target, which shall be unqualified. (f) Controlling Shareholder shall use his best efforts to cause the Closing Balance Sheet and Closing Net Earnings to be delivered to Parent no later than 75 days next following the Effective Time. (g) Parent shall have forty five (45) days after receipt by it of the Closing Balance Sheet and Closing Net Earnings (the “Dispute Period”) to dispute any of the elements of such Closing Balance Sheet and Closing Net Earnings (a “Dispute”). If Parent does not give written notice of a Dispute (a “Dispute Notice”) to Controlling Shareholder within the Dispute Period, such Closing Balance Sheet and Closing Net Earnings shall be deemed to be Portions of this exhibits indicated by “(*[TEXT]*)” have been omitted pursuant to a request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission. have been accepted by Parent in the form in which it was delivered by Controlling Shareholder and shall be final, final and binding and conclusive upon the parties in the absence of fraud or manifest error. In the event Parent does not agree with any amount or element reflected on the parties upon Closing Balance Sheet or Closing Net Earnings, Parent may give Controlling Shareholder a Dispute Notice within the earlier of (Dispute Period, setting forth in reasonable detail the “Final Resolution Date”): (a) the 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 Contributors to notify the Operating Partnership in writing in accordance elements and amounts with Section 1.02(b)(iii) of a dispute with the Closing Date Net Working Capital (an “Objection Notice”); which it disagrees, and (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 Contributors disagree with the Closing Date Net Working Capital, the Contributors mayControlling Shareholder and Parent shall, within thirty (30) days after receipt by Controlling Shareholder 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 Contributor’s calculation of the Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Contributors disagree and the items, facts, amounts, calculations, or valuations used to determine such line items. The Contributors shall be deemed 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 Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Dispute Notice, attempt to resolve such Dispute and agree in writing upon the final content of such Closing Date Balance Sheet and Closing Net Working Capital determined by Earnings. In the Operating Partnership shall be binding event that Controlling Shareholder and conclusive on the parties hereto. (iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, 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 Contributors Parent are unable to reach a resolution resolve any such Dispute within such thirty (30) days after day period, then the delivery certified public accounting firm of the Objection Notice, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (*NAME AND ADDRESS CONFIDENTIAL*) [a third accounting firm] (the “Independent Accounting FirmArbitrating Accountant”)) shall be employed as arbitrator hereunder to settle such Dispute as soon as practicable. In connection with the resolution of any Dispute, the Arbitrating Accountant shall have access to all documents and facilities necessary to perform its functions as arbitrator. The lead partner of the Independent Accounting Firm Arbitrating Accountant’s function shall be named by to conform 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 Contributors Closing Balance Sheet and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The Independent Accounting Firm shall establish such procedures giving due regard Closing Net Earnings to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): (A) The Operating Partnership and the Contributors shall execute any agreement standards required by the Independent Accounting Firm to accept their engagement pursuant to terms and provisions of this Section 1.02(b); (B) 4.5. The Operating Partnership Arbitrating Accountant’s determination with respect to any Dispute shall be final and binding upon the Contributors parties hereto. Controlling Shareholder and Parent shall each bear pay one-half of the fees and costs expenses of the Independent Accounting Firm; providedArbitrating Accountant. Following the resolution of any Disputes, howeverthe Closing Balance Sheet and Closing Net Earnings shall be revised to reflect such resolution. Following such resolution, that or, if there are no Disputes, following the engagement agreement referred to above may require expiration of the Parties Dispute Period, Controlling Shareholder shall cause the Closing Balance Sheet and Closing Net Earnings, containing the signed unqualified opinion of Target’s accountants, to be bound jointly issued and severally delivered to Parent. (h) In the Independent Accounting Firm event the Net Book Value is less than $50,000.00 from the Statements as presented by Target, then Parent shall, as soon as is practicable after the delivery in final form to Parent of the Closing Balance Sheet in accordance with Section 4.5 hereof, make a written demand on Controlling Shareholder for those fees the amount by which the actual Net Book Value is less than $50,000.00 from the Statements as presented by the Target and costssuch amount shall be paid by Controlling Shareholder to Parent by one-half ( 1/2) of said amount being returned to Parent of the Parent Common Stock transferred herein pursuant to Section 3.1(b), and the other one-half ( 1/2) of such amount after the release of such shares of Parent Common Stock shall be paid by Controlling Shareholder to Parent in cash within three business days after the return of such shares of Parent Common Stock. Controlling Shareholder’s obligation to make payments pursuant to this Section 4.5 is independent of, and in addition to, the indemnity obligations set forth in Article IX of this Agreement, and will not in any way be subject to the limitations referred to in Section 9.3 hereof. (i) In the event Operating Partnership or the Contributors pay Purchase Price is less than the amount determined in Section 3.4, then Parent shall, as soon as is practicable after the delivery in final form to Parent of the Independent Accounting Firm any Closing Net Earnings in accordance with this Section 4.5 hereof, make a written demand on Controlling Shareholder for the amount by which the Purchase Price is less than the Purchase Price as set forth in excess of Section 3.4, calculated in the same manner, and such amount shall be paid by Controlling Shareholder to Parent by one-half ( 1/2) of said amount being returned to Parent of the fees Parent Common Stock transferred herein pursuant to Section 3.1(b), and costs the other one-half ( 1/2) of its engagementsuch amount after the release of such shares of Parent Common Stock shall be paid by Controlling Shareholder to Parent in cash within three business days after the return of such shares of Parent Common Stock. Controlling Shareholder’s obligation to make payments pursuant to this Section 4.5 is independent of, and in addition to, the other Party(ies) agree(s) indemnity obligations set forth in Article IX of this Agreement, and will not in any way be subject to reimburse Operating Partnership the limitations referred to in Section 9.3 hereof. The repayment of the shares of Parent Common Stock and the Contributors, cash due as applicable, upon demand, to set forth herein shall be calculated in the extent required to equalize the payments made by Operating Partnership and the Contributors with respect to the fees and costs of the Independent Accounting Firmsame manner as provided for in this Agreement.

Post-Closing Adjustments. The Total Consideration shall be adjusted after the Closing Date as follows: (i) Within ninety (90) days following the Closing Date, the Operating Partnership shall prepare and deliver to the Contributors a statement setting forth a calculation of the aggregate Net Working Capital of the Initial Property Owners and the Gibralt Second City Initial Property Owner Owners (as defined in the Gibralt Second City Contribution Agreement) as of 12:00 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 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 Resolution Date”): (a) the 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 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 (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 Contributors disagree with the Closing Date Net Working Capital, the 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 Contributor’s calculation of the Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Contributors disagree and the items, facts, amounts, calculations, or valuations used to determine such line items. The Contributors shall be deemed 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 Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership shall be binding and conclusive on the parties hereto. (iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, 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 Contributors are unable to reach a resolution within thirty (30) days after the delivery of the Objection Notice, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be 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 Contributors and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): (A) The Operating Partnership and the Contributors shall execute any agreement required by the Independent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (B) The Operating Partnership and the Contributors shall each bear one-half of the fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement 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 the Contributors pay to the Independent Accounting Firm any amount in excess of one-half of the fees and costs of its engagement, the other Party(ies) agree(s) to reimburse Operating Partnership and the Contributors, as applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership and the Contributors with respect to the fees and costs of the Independent Accounting Firm.

Post-Closing Adjustments. The Total Consideration shall be adjusted after the Closing Date as follows: (i) Within ninety (90) days following the Closing Date, the Operating Partnership shall prepare and deliver to the Contributors a 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 12:00 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 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 Resolution Date”): (a) the 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 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 (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 Contributors disagree with the Closing Date Net Working Capital, the 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 Contributor’s calculation of the Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Contributors disagree and the items, facts, amounts, calculations, or valuations used to determine such line items. The Contributors shall be deemed 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 Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership shall be binding and conclusive on the parties hereto. (iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, 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 Contributors are unable to reach a resolution within thirty (30) days after the delivery of the Objection Notice, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be 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 Contributors and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): (A) The Operating Partnership and the Contributors shall execute any agreement required by the Independent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (B) The Operating Partnership and the Contributors shall each bear one-half of the fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement 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 the Contributors pay to the Independent Accounting Firm any amount in excess of one-half of the fees and costs of its engagement, the other Party(ies) agree(s) to reimburse Operating Partnership and the Contributors, as applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership and the Contributors with respect to the fees and costs of the Independent Accounting Firm.

Post-Closing Adjustments. The Total Consideration Acquisition Shares issuable pursuant hereto shall be adjusted subject to adjustment after the date of the Closing Date (the "Closing Date") as follows: (ia) Within ninety (90) days As promptly as possible following the Closing Date, the Operating Partnership Buyer shall prepare verify the items set forth on SCHEDULE 1.04 hereto prepared as of the Closing Date (the "Verification Statement"). In addition, following the completion by i-Cube of the Company's consolidated financial statements as of and for the fiscal period ended June 30, 1999, the Buyer shall have the right to cause PricewaterhouseCoopers LLP, independent public accountants for the Buyer (the "Buyer's Auditors"), to conduct an audit of the books and records of the Company and the Subsidiaries as of the Closing Date. In the event such an audit is conducted, the Buyer shall cause the Buyer's Auditors to deliver a consolidated balance sheet of the Company and the Subsidiaries as of the Closing Date (as corrected pursuant to Subsection 1.04(d) hereof, the "Closing Balance Sheet") to each of the parties to this Agreement and to the Contributors Escrow Agent within 60 days after the Closing Date. The Closing Balance Sheet shall be prepared in accordance with U.K. generally accepted accounting principles applied consistently with the Company's past practice (to the extent that such past practice was in accordance with U.K. generally accepted accounting principles (except that a statement setting forth $-to-GBP exchange rate of 1.6 dollars to one pound shall be used throughout) ("U.K. GAAP")), without any adjustments applicable solely as a calculation result of the aggregate Net Working Capital acquisition of the Initial Property Owners Shares by the Buyer on the Closing Date or any actions or payments related to agreements to be delivered at Closing, which, for the avoidance of doubt, shall include any signing-on bonuses, termination payments or finders fees, and shall be certified without qualification by the Buyer's Auditors. (b) The Shareholders and one firm of independent certified accountants acting on behalf of the Shareholders (the "Shareholders' Auditors") shall have the right to review the work papers of the Buyer and the Gibralt Initial Property Owner Buyer's Auditors utilized in preparing the Verification Statement and the Closing Balance Sheet, and shall have full access to the books, records, properties and personnel of the Company and the Subsidiaries for purposes of verifying the accuracy and fairness of the presentation of the Verification Statement and the Closing Balance Sheet. The Shareholders shall work in good faith and cooperate with the Buyer and the Buyer's Auditors in the preparation of the Verification Statement and the Closing Balance Sheet and the resolution of any dispute in connection therewith pursuant to paragraph (c) below. (c) The values or amounts for each item reflected on the Verification Statement and the Closing Balance Sheet (collectively, the "Statements") shall be binding upon the Shareholders unless the Shareholders give written notice within 60 days after receipt of the applicable Statement, of disagreement with any of the values or amounts shown on the applicable Statement, specifying as to each such item in reasonable detail, the nature and extent of such disagreement (the "Dispute Notice"). If the Buyer and the Shareholders Representative are unable to resolve any such disagreement within 60 days after the date of the Dispute Notice, the disagreement shall be submitted to arbitration in accordance with the provisions of Subsection 10.03 hereof. If as a result of the resolution of any disputes by agreement pursuant to this Subsection 1.04 or by arbitration pursuant to Subsection 10.03, any amount shown in the applicable Statement is determined to be erroneous, such erroneous amount shall be deleted from the applicable Statement and the correct amount shall be inserted in lieu thereof. The Statement, as so corrected, shall constitute the applicable Statement for purposes of this Agreement. (d) The Buyer shall pay the fees and disbursements of the Buyer's Auditors. The fees and disbursements of the Shareholders' Auditors incurred in the review of the Closing Balance Sheet shall be paid by the Shareholders, in proportion to their ownership of Shares as set forth on SCHEDULE I attached hereto. The Buyer shall under no circumstances be liable for any fees or disbursements of the Shareholders' Auditor. (e) Immediately upon the expiration of the 60-day period for giving the Dispute Notice, if no Dispute Notice is given, or immediately upon the resolution of disputes, if any, pursuant to this Subsection 1.04, the total number of Acquisition Shares shall be adjusted as follows: (1) If the sum of the items listed in column 1 of Schedule 1.04 hereto plus the sum of the items listed in column 2 of Schedule 1.04 hereto is less than GBP447,828, then the aggregate amount of such difference shall be multiplied by a dollar-to-pounds sterling conversion ratio of 1.6, then divided by $20. The aggregate number of shares so derived will be subtracted from 3,285,825, and to the extent the balance is less than 3,260,000, then the difference between such balance and such 3,260,000 shares (the "Adjustment Amount") shall be distributed to the Buyer from the Escrow Account. The items marked by an "*" on Schedule 1.04 are agreed by the Shareholders and Buyer and are not subject to change or adjustment. (2) In addition to the foregoing, if the net assets, as reflected on the Closing Balance Sheet, is less than the net assets of the Company and its Subsidiaries at April 30, 1999 on a consolidated basis (the "Net Asset Deficiency"), the Buyer and the Shareholder Representative (as defined in the Gibralt Contribution Escrow Agreement) as of 12:00 A.M., New York City time, on shall instruct 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, Escrow Agent to deliver to the extent not inconsistent with said ScheduleBuyer, in accordance with GAAP. For purposes out of this Agreement “Net Working Capital” the Escrow Shares, a number of Acquisition Shares as of any particular date shall be calculated by subtracting is equal to (xA) the aggregate balances in the current liabilities accounts identified on Schedule 1.02(b)(iNet Asset Deficiency, divided by (B) 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)$20. (ii3) The Operating Partnership shall comply with the Contributors’ reasonable requests term "Indebtedness" is defined 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 Schedule 1.04 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 Resolution Date”): (a) the 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 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 (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 Contributors disagree with the Closing Date Net Working Capital, the 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 Contributor’s calculation of the Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Contributors disagree and the items, facts, amounts, calculations, or valuations used to determine such line items. The Contributors shall be deemed 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 Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership shall be binding and conclusive on the parties hereto. (iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, 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 Contributors are unable to reach a resolution within thirty (30) days after the delivery of the Objection Notice, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be 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 Contributors and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): (A) The Operating Partnership all indebtedness for money borrowed and the Contributors shall execute any agreement required all other indebtedness evidenced by notes, debentures, bonds or similar instruments (excluding convertible notes issued by the Independent Accounting Firm Company to accept their engagement pursuant to this Section 1.02(b); its equity partners as defined in the information memorandum dated June 15, 1999) for the payment of which the Company or its Subsidiaries (excluding Entropy (CMG II) Limited) is liable; (B) The Operating Partnership all capital lease obligations; (C) all obligations issued or assumed as the deferred purchase price of property and all conditional sale obligations and obligations under any title retention agreement; (D) all obligations for the Contributors shall each bear one-half reimbursement of an obligor on any letter of credit, banker's acceptance or similar credit transaction; (E) all obligations of the fees and costs sort described in the foregoing clauses for the payment of which the Company or any Subsidiaries (excluding Entropy (CMG) II Limited) is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise; (F) all obligations of the Independent Accounting Firm; provided, however, that the engagement agreement referred to above may require the Parties to be bound jointly and severally to the Independent Accounting Firm for those fees and costs, and sort described in the event Operating Partnership foregoing clauses secured by a lien on any property or the Contributors pay to the Independent Accounting Firm any amount in excess of one-half asset of the fees Company or any Subsidiaries (excluding Entropy (CMG) II Limited), calculated on a consolidated basis and costs (G) net of its engagement, all cash at bank for the other Party(iesCompany and any Subsidiaries excluding Entropy (CMG) agree(s) to reimburse Operating Partnership and the Contributors, as applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership and the Contributors with respect to the fees and costs of the Independent Accounting FirmII Limited.

Post-Closing Adjustments. The Total Consideration shall be adjusted after (a) Following the Closing Date, but in any event no later than 120 days thereafter, the Company shall cause to be prepared and delivered to the Shareholders’ Representative (with a copy to the Parent Group) a statement (the “Closing Date as followsStatement”) setting forth its estimate of: (i) Within ninety a determination of Closing Net Cash and the amount (90if any) days following by which such determination of the Closing DateNet Cash is ( A) greater than the Estimated Closing Cash; or (B) less than the Estimated Closing Cash; (ii) a determination of the Closing Total Indebtedness and the amount (if any) by which such determination of the Closing Total Indebtedness is (A) greater than the Estimated Closing Total Indebtedness; or (B) less than the Estimated Closing Total Indebtedness; (iii) a determination of the Closing Working Capital and the amount (if any) by which such determination of the Closing Working Capital is (A) greater than the Estimated Closing Working Capital; or (B) less than the Estimated Closing Working Capital; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the Operating Partnership shall prepare and deliver to type that the Contributors Registrant treats as private or confidential. (iv) a statement setting forth a determination of the Deferred Tax Assets; (v) the 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 12:00 A.M., New York City time, on the Closing Date Aggregate Consideration resulting therefrom (the “Closing Date Net Working CapitalAdjusted Merger Consideration”), 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). (iib) The Operating Partnership Parent Group shall comply cause the Company to make such information and personnel available to the Shareholders’ Representative as may be reasonably requested by the Shareholders’ Representative or its accountants and advisors to review the Closing Date Statement and, if requested by the Shareholders’ Representative, shall provide at reasonable times access to the Persons preparing the Closing Date Statement in order to discuss with them any questions and comments the ContributorsShareholders’ reasonable requests for supporting documentation used Representative may have with respect to such matters. (c) In the event that the Shareholders’ Representative disputes the calculation of the Adjusted Merger Consideration set forth in the preparation Closing Date Statement, the Shareholders’ Representative shall notify the Parent Group in writing (the “Shareholders’ Representative Objection Notice”) of the amount, nature and basis of such dispute, within forty five (45) days after receipt of the Closing Date Net Working Capital Statement. In the event of such a dispute, (i) any undisputed amounts shall be considered finally determined and be paid pursuant to access Section 3.5(e) or Section 3.5(f), as applicable, and (ii) with respect to any disputed amounts, the Initial Property Owners books Parent Group and records pertaining thereto. Except as set forth belowthe Shareholders’ Representative shall first use good faith efforts to resolve such dispute among themselves, and if so resolved, the Closing Date Net Working Capital Statement shall be deemed modified as necessary to be reflect such resolution and it shall be final, final and binding and conclusive on the parties upon the earlier parties. If the Parent Group and the Shareholders’ Representative are unable to resolve the dispute within twenty (20) days after delivery of the Shareholders’ Representative Objection Notice, then any remaining items in dispute shall be submitted, as the sole and exclusive method for resolving such disputes, to an independent internationally recognized accounting firm jointly chosen by the Parent Group and the Shareholders’ Representative, which in the absence of an agreement during such 30-day period shall be Deloitte, an independent internationally recognized accounting firm, or if such accounting firm is not able to so act or is conflicted, such other of the “Big Four” accounting firms upon which Parent Group and the Shareholders’ Representative shall mutually agree within seven (7) Business Days following the end of such 20-day period, or in the absence of such agreement within seven (7) Business Days of either party’s request following the end of such 20-day period, designated by the then the head of the Institute of Chartered Accountants in the United Kingdom upon the application of either party (the “Final Resolution DateIndependent Accountant”): ). If such disagreement and the determination of the Adjusted Merger Consideration is submitted to the Independent Accountant for resolution, then (ai) the ContributorsShareholders’ delivery of a written notice to Representative and the Operating Partnership of its approval of the Closing Date Net Working Capital; (bParent Group shall execute any agreement(s) the failure of the 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 (c) the resolution of all disputes, pursuant either to Section 1.02(b)(iv) or to Section 1.02(c), reasonably required by the Independent Accounting Firm. Accountant to accept its engagement pursuant to this Section 3.5(c), (ii) the Parent Group, the Shareholders’ Representative and the Company shall promptly furnish or cause to be furnished to the Independent Accountant such work papers and other documents and information relating to the computation of the Adjusted Merger Consideration as the Independent Accountant may reasonably request and are available to the Parent Group, the Shareholders’ Representative and the Company (as applicable), (iii) If the Contributors disagree Shareholders’ Representative and the Parent Group shall be afforded the opportunity to present to such Independent Accountant, with a copy to the Closing Date Net Working Capitalother parties, any other written material relating to the computation of the Adjusted Merger Consideration, (iv) the Independent Accountant shall review only those items that are in dispute, (v) the Independent Accountant shall not attribute a value to any single disputed amount greater than the greatest amount proposed by the Shareholders’ Representative and/or the Parent Group nor an amount less than the least amount proposed by the Shareholders’ Representative and/or the Parent Group, and (vi) the fees and expenses of the Independent Accountant shall be allocated between the Participating Equity Holders, on the one hand, and the Parent Group, on the other hand, in proportion to the portion of the aggregate amount in dispute that is finally [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. resolved by the Independent Accountant in a manner adverse to such parties. For example, if the Parent Group’s position is that the adjustment owed is $300, the Contributors mayShareholders’ Representative’s position is that the adjustment owed is $100 and the Independent Accountant’s finding that the adjustment owed is $250, then the Parent Group shall pay 25% ($300-$250 / $300-$100) of the Independent Accountant’s fees and expenses and the Participating Equity Holders shall pay 75% ($250-$100 / $300-$100) of the Independent Accountant’s fees and expenses. The written decision of the Independent Accountant shall be rendered within no more than thirty (30) days from the date that the matter is referred to the Independent Accountant and shall be final and binding on the parties hereto and, in the absence of fraud or manifest error, shall not be subject to dispute or review. Following any such dispute resolution (whether by mutual agreement of the delivery Shareholders’ Representative and the Parent Group or by written decision of the Operating Partnership Independent Accountant), the Adjusted Merger Consideration as determined in such dispute resolution shall be final and binding on the Participating Equity Holders and the Parent Group, and shall not be subject to dispute or further review. The Parent Group and the Shareholders’ Representative, on behalf of the Participating Equity Holders, will each bear their own costs in connection with disputes relating to the Closing Date Net Working Capital and such supporting documentation Statement. Any payments by or to the Participating Equity Holders under this Section 3.5(c) shall be treated as requested pursuant an adjustment to Section 1.02(b)(ii), deliver an Objection Notice setting forth Contributor’s calculation the Adjusted Merger Consideration. (d) Immediately upon the expiration of the Closing Date Net Working Capital. Any forty five (45) day period for giving the Shareholders’ Representative Objection Notice, if no such Objection Notice shall specify those individual line items notice is given, or upon notification by the Shareholders’ Representative to the Parent Group that no such notice will be given, the Parent Group calculations set forth in the Closing Date Calculations with which Statement shall be final and binding on the Contributors disagree Participating Equity Holders and the items, facts, amounts, calculations, Parent Group and shall not be subject to dispute or valuations used to determine such line items. The Contributors shall be deemed to have agreed with all line items or amounts contained review. (e) In the event that the Estimated Closing Consideration exceeds the Adjusted Merger Consideration (as set forth in the Closing Date Net Working Capital Statement or as finally determined pursuant to Section 3.6(c), as the case may be) by more than $250,000 (the “De Minimis Amount”), then the Parent Group and all calculationsthe Shareholders’ Representative shall issue a joint written instruction to the Escrow Agent to release from the Adjustment Escrow Amount in the Escrow Account (i) to the Parent Group, itemsan amount equal to the full amount by which the Closing Consideration exceeds the Adjusted Merger Consideration, factsand (ii) to the Paying Agent, amounts or valuations used the remainder of the Adjustment Escrow Amount, for further disbursement to the Participating Equity Holders in determining any line item accordance with the Paying Agent Agreement. Such joint written instruction shall be given no later than two (2) Business Days after such final determination, and the Escrow Agent shall release such amount by wire transfer of immediately available funds to the applicable accounts within three (3) Business Days thereafter; and For purposes of clarification, in the event that the Estimated Closing Consideration does not exceed the Adjusted Merger Consideration (as set forth in the Closing Date Net Working Capital unlessStatement or as finally determined pursuant to Section 3.5(c), and only to as the extentcase may be) by more than the De Minimis Amount, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership then no adjustments shall be binding and conclusive on the parties hereto. (iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, 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 Contributors are unable to reach a resolution within thirty (30) days after the delivery of the Objection Notice, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be 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 Contributors and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm made pursuant to this Section 1.02(b):3.5(e). (Af) The Operating Partnership In the event that the Adjusted Merger Consideration (as set forth in the Closing Date Statement or as finally determined pursuant to Section 3.5(c), as the case may be), exceeds the Estimated Closing Consideration by more than the De Minimis Amount, then (i) an amount equal to the full amount by which the Adjusted Merger Consideration exceeds the Estimated Closing Consideration shall be paid by the Parent Group to the Paying Agent no later than seven (7) Business Days after such final determination by wire transfer of immediately available funds to the Paying Agent for distribution to the Participating Equity Holders in accordance with the Paying Agent Agreement; and (ii) the Parent Group and the Contributors Shareholders’ Representative shall execute any agreement required issue a joint written instruction to the Escrow Agent to release the entire Adjustment Escrow Amount to the Paying Agent, for further distribution to the Participating Equity Holders in accordance with the Paying Agent Agreement. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. For purposes of clarification, in the event that the Adjusted Merger Consideration (as set forth in the Closing Date Statement or as finally determined pursuant to Section 3.5(c), as the case may be) does not exceed the Estimated Closing Consideration by more than the Independent Accounting Firm to accept their engagement De Minimis Amount, then no adjustments shall be made pursuant to this Section 1.02(b3.5(f); (B) The Operating Partnership and the Contributors shall each bear one-half of the fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement 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 the Contributors pay to the Independent Accounting Firm any amount in excess of one-half of the fees and costs of its engagement, the other Party(ies) agree(s) to reimburse Operating Partnership and the Contributors, as applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership and the Contributors with respect to the fees and costs of the Independent Accounting Firm.

Post-Closing Adjustments. The Total After the Closing, Initial Base Consideration and the estimated Cash Payment shall be adjusted after the Closing Date as follows:provided in this Section 1.8. (i) Within ninety Not later than sixty (9060) days following after the Closing Date, the Operating Partnership Printronic shall prepare and deliver to the Contributors DynaMark a statement setting forth a calculation balance sheet of Printronic as of the aggregate Net Working Capital close of business on the Initial Property Owners and the Gibralt Initial Property Owner (as defined in the Gibralt Contribution Agreement) as of 12:00 A.M., New York City time, on day immediately preceding the Closing Date (the “Closing Date Net Working Capital”Final Balance Sheet"). Except as otherwise provided in Sections 6.5 and 6.7, which calculation the Final Balance Sheet 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, by Printronic in accordance with GAAPgenerally accepted accounting principles consistently applied. For In addition, the parties acknowledge that the liability for deferred rent will be eliminated as a liability on the Final Balance Sheet and prepaid taxes will be eliminated on the Final Balance Sheet. The Final Balance Sheet shall be reviewed by Gazer, Xxxx, Xxxxx & Company, certified public accountants, and a statement by such accountants to that effect shall accompany the Final Balance Sheet. The cost of such review shall be borne by Printronic. The Final Balance Sheet shall be accompanied by a report (the "Report"), prepared by Printronic, containing a calculation of Base Consideration and the Cash Payment. In determining Base Consideration and the Cash Payment, Printronic shall first determine the "Net Book Value of the Assets" which shall be equal to the book value of the Assets as determined from the Final Balance Sheet reduced by the book value of the liabilities assumed by DynaMark pursuant to the provisions of Sections 1.6(a), 1.6(b), 1.6(c) and 1.6(d). The "Adjustment Amount" shall be equal to the difference between the Net Book Value of the Assets and an amount equal to Six Hundred Ninety-Two Thousand Forty-Eight and no/100 Dollars ($692,048.00) (the "Base Book Value") and shall be treated as a positive number for purposes of this Agreement “Net Working Capital” as of any particular date Section 1.8. DynaMark and DynaMark's independent public accountants shall be calculated by subtracting (x) have the aggregate balances opportunity to examine the work papers, schedules and other documents prepared 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 connection with GAAP, subject to the modifications described on Schedule 1.02(b)(i). (ii) The Operating Partnership shall comply with the 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 Resolution Date”): (a) the 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 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 (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 Contributors disagree with the Closing Date Net Working Capital, the 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 Contributor’s calculation of the Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Contributors disagree Balance Sheet and the items, facts, amounts, calculations, or valuations used to determine such line items. The Contributors shall be deemed 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 Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership shall be binding and conclusive on the parties heretoReport. (iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, 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 Contributors are unable to reach a resolution within thirty (30) days after the delivery of the Objection Notice, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be 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 Contributors and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): (A) The Operating Partnership and the Contributors shall execute any agreement required by the Independent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (B) The Operating Partnership and the Contributors shall each bear one-half of the fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement 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 the Contributors pay to the Independent Accounting Firm any amount in excess of one-half of the fees and costs of its engagement, the other Party(ies) agree(s) to reimburse Operating Partnership and the Contributors, as applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership and the Contributors with respect to the fees and costs of the Independent Accounting Firm.

Post-Closing Adjustments. The Total Consideration shall be adjusted after (a) Following the Closing Date, but in any event no later than 120 days thereafter, the Company shall cause to be prepared and delivered to the Shareholders’ Representative (with a copy to the Parent Group) a statement (the “Closing Date as followsStatement”) setting forth its estimate of: (i) Within ninety a determination of Closing Net Cash and the amount (90if any) days following by which such determination of the Closing DateNet Cash is (A) greater than the Estimated Closing Cash; or (B) less than the Estimated Closing Cash; (ii) a determination of the Closing Total Indebtedness and the amount (if any) by which such determination of the Closing Total Indebtedness is (A) greater than the Estimated Closing Total Indebtedness; or (B) less than the Estimated Closing Total Indebtedness; (iii) a determination of the Closing Working Capital and the amount (if any) by which such determination of the Closing Working Capital is (A) greater than the Estimated Closing Working Capital; or (B) less than the Estimated Closing Working Capital; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the Operating Partnership shall prepare and deliver to type that the Contributors Registrant treats as private or confidential. (iv) a statement setting forth a determination of the Deferred Tax Assets; (v) the 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 12:00 A.M., New York City time, on the Closing Date Aggregate Consideration resulting therefrom (the “Closing Date Net Working CapitalAdjusted Merger Consideration”), 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). (iib) The Operating Partnership Parent Group shall comply cause the Company to make such information and personnel available to the Shareholders’ Representative as may be reasonably requested by the Shareholders’ Representative or its accountants and advisors to review the Closing Date Statement and, if requested by the Shareholders’ Representative, shall provide at reasonable times access to the Persons preparing the Closing Date Statement in order to discuss with them any questions and comments the ContributorsShareholders’ reasonable requests for supporting documentation used Representative may have with respect to such matters. (c) In the event that the Shareholders’ Representative disputes the calculation of the Adjusted Merger Consideration set forth in the preparation Closing Date Statement, the Shareholders’ Representative shall notify the Parent Group in writing (the “Shareholders’ Representative Objection Notice”) of the amount, nature and basis of such dispute, within forty five (45) days after receipt of the Closing Date Net Working Capital Statement. In the event of such a dispute, (i) any undisputed amounts shall be considered finally determined and be paid pursuant to access Section 3.5(e) or Section 3.5(f), as applicable, and (ii) with respect to any disputed amounts, the Initial Property Owners books Parent Group and records pertaining thereto. Except as set forth belowthe Shareholders’ Representative shall first use good faith efforts to resolve such dispute among themselves, and if so resolved, the Closing Date Net Working Capital Statement shall be deemed modified as necessary to be reflect such resolution and it shall be final, final and binding and conclusive on the parties upon the earlier parties. If the Parent Group and the Shareholders’ Representative are unable to resolve the dispute within twenty (20) days after delivery of the Shareholders’ Representative Objection Notice, then any remaining items in dispute shall be submitted, as the sole and exclusive method for resolving such disputes, to an independent internationally recognized accounting firm jointly chosen by the Parent Group and the Shareholders’ Representative, which in the absence of an agreement during such 30-day period shall be Deloitte, an independent internationally recognized accounting firm, or if such accounting firm is not able to so act or is conflicted, such other of the “Big Four” accounting firms upon which Parent Group and the Shareholders’ Representative shall mutually agree within seven (7) Business Days following the end of such 20-day period, or in the absence of such agreement within seven (7) Business Days of either party’s request following the end of such 20-day period, designated by the then the head of the Institute of Chartered Accountants in the United Kingdom upon the application of either party (the “Final Resolution DateIndependent Accountant”): ). If such disagreement and the determination of the Adjusted Merger Consideration is submitted to the Independent Accountant for resolution, then (ai) the ContributorsShareholders’ delivery of a written notice to Representative and the Operating Partnership of its approval of the Closing Date Net Working Capital; (bParent Group shall execute any agreement(s) the failure of the 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 (c) the resolution of all disputes, pursuant either to Section 1.02(b)(iv) or to Section 1.02(c), reasonably required by the Independent Accounting Firm. Accountant to accept its engagement pursuant to this Section 3.5(c), (ii) the Parent Group, the Shareholders’ Representative and the Company shall promptly furnish or cause to be furnished to the Independent Accountant such work papers and other documents and information relating to the computation of the Adjusted Merger Consideration as the Independent Accountant may reasonably request and are available to the Parent Group, the Shareholders’ Representative and the Company (as applicable), (iii) If the Contributors disagree Shareholders’ Representative and the Parent Group shall be afforded the opportunity to present to such Independent Accountant, with a copy to the Closing Date Net Working Capitalother parties, any other written material relating to the computation of the Adjusted Merger Consideration, (iv) the Independent Accountant shall review only those items that are in dispute, (v) the Independent Accountant shall not attribute a value to any single disputed amount greater than the greatest amount proposed by the Shareholders’ Representative and/or the Parent Group nor an amount less than the least amount proposed by the Shareholders’ Representative and/or the Parent Group, and (vi) the fees and expenses of the Independent Accountant shall be allocated between the Participating Equity Holders, on the one hand, and the Parent Group, on the other hand, in proportion to the portion of the aggregate amount in dispute that is finally [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. resolved by the Independent Accountant in a manner adverse to such parties. For example, if the Parent Group’s position is that the adjustment owed is $300, the Contributors mayShareholders’ Representative’s position is that the adjustment owed is $100 and the Independent Accountant’s finding that the adjustment owed is $250, then the Parent Group shall pay 25% ($300–$250 / $300–$100) of the Independent Accountant’s fees and expenses and the Participating Equity Holders shall pay 75% ($250–$100 / $300–$100) of the Independent Accountant’s fees and expenses. The written decision of the Independent Accountant shall be rendered within no more than thirty (30) days from the date that the matter is referred to the Independent Accountant and shall be final and binding on the parties hereto and, in the absence of fraud or manifest error, shall not be subject to dispute or review. Following any such dispute resolution (whether by mutual agreement of the delivery Shareholders’ Representative and the Parent Group or by written decision of the Operating Partnership Independent Accountant), the Adjusted Merger Consideration as determined in such dispute resolution shall be final and binding on the Participating Equity Holders and the Parent Group, and shall not be subject to dispute or further review. The Parent Group and the Shareholders’ Representative, on behalf of the Participating Equity Holders, will each bear their own costs in connection with disputes relating to the Closing Date Net Working Capital and such supporting documentation Statement. Any payments by or to the Participating Equity Holders under this Section 3.5(c) shall be treated as requested pursuant an adjustment to Section 1.02(b)(ii), deliver an Objection Notice setting forth Contributor’s calculation the Adjusted Merger Consideration. (d) Immediately upon the expiration of the Closing Date Net Working Capital. Any forty five (45) day period for giving the Shareholders’ Representative Objection Notice, if no such Objection Notice shall specify those individual line items notice is given, or upon notification by the Shareholders’ Representative to the Parent Group that no such notice will be given, the Parent Group calculations set forth in the Closing Date Calculations with which Statement shall be final and binding on the Contributors disagree Participating Equity Holders and the items, facts, amounts, calculations, Parent Group and shall not be subject to dispute or valuations used to determine such line items. The Contributors shall be deemed to have agreed with all line items or amounts contained review. (e) In the event that the Estimated Closing Consideration exceeds the Adjusted Merger Consideration (as set forth in the Closing Date Net Working Capital Statement or as finally determined pursuant to Section 3.6(c), as the case may be) by more than $250,000 (the “De Minimis Amount”), then the Parent Group and all calculationsthe Shareholders’ Representative shall issue a joint written instruction to the Escrow Agent to release from the Adjustment Escrow Amount in the Escrow Account (i) to the Parent Group, itemsan amount equal to the full amount by which the Closing Consideration exceeds the Adjusted Merger Consideration, factsand (ii) to the Paying Agent, amounts or valuations used the remainder of the Adjustment Escrow Amount, for further disbursement to the Participating Equity Holders in determining any line item accordance with the Paying Agent Agreement. Such joint written instruction shall be given no later than two (2) Business Days after such final determination, and the Escrow Agent shall release such amount by wire transfer of immediately available funds to the applicable accounts within three (3) Business Days thereafter; and For purposes of clarification, in the event that the Estimated Closing Consideration does not exceed the Adjusted Merger Consideration (as set forth in the Closing Date Net Working Capital unlessStatement or as finally determined pursuant to Section 3.5(c), and only to as the extentcase may be) by more than the De Minimis Amount, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership then no adjustments shall be binding and conclusive on the parties hereto. (iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, 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 Contributors are unable to reach a resolution within thirty (30) days after the delivery of the Objection Notice, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be 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 Contributors and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm made pursuant to this Section 1.02(b):3.5(e). (Af) The Operating Partnership In the event that the Adjusted Merger Consideration (as set forth in the Closing Date Statement or as finally determined pursuant to Section 3.5(c), as the case may be), exceeds the Estimated Closing Consideration by more than the De Minimis Amount, then (i) an amount equal to the full amount by which the Adjusted Merger Consideration exceeds the Estimated Closing Consideration shall be paid by the Parent Group to the Paying Agent no later than seven (7) Business Days after such final determination by wire transfer of immediately available funds to the Paying Agent for distribution to the Participating Equity Holders in accordance with the Paying Agent Agreement; and (ii) the Parent Group and the Contributors Shareholders’ Representative shall execute any agreement required issue a joint written instruction to the Escrow Agent to release the entire [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. Adjustment Escrow Amount to the Paying Agent, for further distribution to the Participating Equity Holders in accordance with the Paying Agent Agreement. For purposes of clarification, in the event that the Adjusted Merger Consideration (as set forth in the Closing Date Statement or as finally determined pursuant to Section 3.5(c), as the case may be) does not exceed the Estimated Closing Consideration by more than the Independent Accounting Firm to accept their engagement De Minimis Amount, then no adjustments shall be made pursuant to this Section 1.02(b3.5(f); (B) The Operating Partnership and the Contributors shall each bear one-half of the fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement 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 the Contributors pay to the Independent Accounting Firm any amount in excess of one-half of the fees and costs of its engagement, the other Party(ies) agree(s) to reimburse Operating Partnership and the Contributors, as applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership and the Contributors with respect to the fees and costs of the Independent Accounting Firm.

Post-Closing Adjustments. The Total Consideration 4.4.1 For the purposes of this Agreement, the "Net Book Value" shall be adjusted after the amount by which the aggregate book amount of the total assets of the Company (excluding any value attributable to shares of MicroTherapeutics, Inc., or Endocardial Solutions, Inc., held by the Company) at the Effective Time, as determined in accordance with this Section 4.4.1 and as shown on the Closing Date Balance Sheet (as follows: (ihereinafter defined in Section 4.4.2) Within ninety (90) days following exceeds the aggregate book amount of the total liabilities of the Company at the Effective Time, as determined in accordance with this Section 4.4.1 and as shown on the Closing Date, the Operating Partnership Balance Sheet. 4.4.2 The Net Book Value shall prepare be determined in U.S. Dollars from statements of total assets and deliver to the Contributors a statement setting forth a calculation total liabilities of the aggregate Net Working Capital Company as of the Initial Property Owners Effective Time (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared by the Company and, if required by Acquiror, audited by Xxxxxx Xxxxxxxx & Co. The inventory of the Company shall be determined pursuant to a physical count, or such other procedures as may be determined by the Acquiror and Xxxxxx Xxxxxxxx & Co. 4.4.3 The Closing Balance Sheet shall be prepared in accordance with GAAP applied on a basis consistent with those applied in the Gibralt Initial Property Owner preparation of the Financial Statements (as defined in the Gibralt Contribution Agreement) as of 12:00 A.M., New York City time, on the Closing Date (the “Closing Date Net Working Capital”Section 4.2.3 hereof), 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) that the aggregate balances principles applied 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 preparation thereof were in accordance with GAAP, subject to the modifications described on Schedule 1.02(b)(i)and auditing procedures will be carried out in accordance with generally accepted auditing standards or as Acquiror and Sellers have otherwise herein agreed. (ii) 4.4.4 The Operating Partnership parties shall comply with the Contributors’ reasonable requests for supporting documentation used cooperate in the preparation thereof, and shall use their respective best efforts to cause their respective accountants to make available to each other their respective work papers with respect to the Closing Balance Sheet. The Closing Balance Sheet shall contain the draft opinion of Xxxxxx Xxxxxxxx & Co., addressed to Acquiror and Sellers, which shall be unqualified. 4.4.5 Sellers shall use their best efforts to cause the Closing Balance Sheet to be delivered to Acquiror no later than 75 days next following the Effective Time. 4.4.6 Acquiror shall have forty-five (45) days after receipt by it of the Closing Date Net Working Capital and Balance Sheet (the "Dispute Period") to access dispute any of the Initial Property Owners books and records pertaining thereto. Except as set forth below, elements of the Closing Date Net Working Capital Balance Sheet (a "Dispute"). If Acquiror does not give written notice of a Dispute (a "Dispute Notice") to Sellers within the Dispute Period, such Closing Balance Sheet shall be deemed to be have been accepted by Acquiror in the form in which it was delivered by Sellers and shall be final, final and binding and conclusive upon the parties in the absence of fraud or manifest error. In the event Acquiror does not agree with any amount or element reflected on the parties upon Closing Balance Sheet, Acquiror may give Sellers a Dispute Notice within the earlier of (Dispute Period, setting forth in reasonable detail the “Final Resolution Date”): (a) the 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 Contributors to notify the Operating Partnership in writing in accordance elements and amounts with Section 1.02(b)(iii) of a dispute with the Closing Date Net Working Capital (an “Objection Notice”); which it disagrees, and (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 Contributors disagree with the Closing Date Net Working Capital, the Contributors maySellers shall, within thirty (30) days after receipt by Sellers 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 Contributor’s calculation of the Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Contributors disagree and the items, facts, amounts, calculations, or valuations used to determine such line items. The Contributors shall be deemed 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 Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Dispute Notice, attempt to resolve such Dispute and agree in writing upon the final content of such Closing Date Net Working Capital determined by Balance Sheet. In the Operating Partnership shall be binding event that the Sellers and conclusive on the parties hereto. (iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, 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 Contributors Acquiror are unable to reach a resolution resolve any such Dispute within such thirty (30) days after day period, then the delivery of the Objection Notice, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be 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 Contributors and the Operating Partnership shall mutually agree to another independent certified public accounting firm of international reputation and Xxxxxx Xxxxxxxx & Co. (the selected firm "Arbitrating Accountant") shall be employed as arbitrator hereunder to settle such Dispute as soon as practicable. In connection with the Independent Accounting Firm. (v) resolution of any Dispute, the Arbitrating Accountant shall have access to all documents and facilities necessary to perform its functions as arbitrator. The Independent Accounting Firm Arbitrating Accountant's function shall establish such procedures giving due regard be to conform the Closing Balance Sheet to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): (A) The Operating Partnership and the Contributors shall execute any agreement standards required by the Independent Accounting Firm to accept their engagement pursuant to terms and provisions of this Section 1.02(b); (B) The Operating Partnership and the Contributors shall each bear one-half of the fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement 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 the Contributors pay to the Independent Accounting Firm any amount in excess of one-half of the fees and costs of its engagement, the other Party(ies) agree(s) to reimburse Operating Partnership and the Contributors, as applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership and the Contributors with respect to the fees and costs of the Independent Accounting Firm4.

Post-Closing Adjustments. The Total Consideration shall be adjusted after the Closing Date (a) As soon as follows: (i) Within practicable, but in no event later than ninety (90) days following after the Closing Date, the Operating Partnership Seller shall prepare and deliver cause PricewaterhouseCoopers LLP (or such other internationally recognized accounting firm as Seller may designate) (the “Seller’s Accounting Expert”), to compute the Contributors a 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) Debt as of 12:00 A.M., New York City time, on the Closing Date (the “Closing Date Net Working CapitalCapital Computation”, the “Closing Date Debt Computation,” respectively, and together, the “Closing Date Computations”), 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, each case computed in accordance with GAAP. For purposes GAAP (applied consistently with the application thereof in connection with the preparation 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 financial statements of such date from entity for the period ended September 24, 2004). Upon reasonable notice to Purchaser, Purchaser shall (yi) provide Seller’s Accounting Expert full access at all reasonable times to the aggregate balances Company’s and each Subsidiary’s books, records, premises and facilities and other materials, (ii) use its commercially reasonable efforts to provide Seller’s Accounting Expert full access at all reasonable times to each Joint Venture’s books, records, premises and facilities and other materials, and (iii) furnish Seller’s Accounting Expert with such information and assistance as it shall reasonably need or request to calculate the Closing Date Computations in accordance with this Section 2.3(a). (b) Subject to Schedule 2.3(b), Seller shall deliver to the Hong Kong affiliate of Deloitte Touche Tohmatsu (or such other internationally recognized accounting firm as Purchaser may designate) (the “Purchaser’s Accounting Expert”) a copy of the current asset accounts listed on Schedule 1.02(b)(iClosing Date Computations within five (5) as Business Days after the receipt thereof from Seller’s Accounting Expert. Purchaser shall cause Purchaser’s Accounting Expert to review the determination of such datethe Closing Date Computations. Seller agrees that, in connection with the review by Purchaser’s Accounting Expert of the determination of the Closing Date Computations, upon reasonable notice, it shall provide Purchaser’s Accounting Expert with reasonable access to the working papers provided by it to Seller’s Accounting Expert and the working papers of Seller’s Accounting Expert, 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 Contributors’ reasonable requests for supporting documentation used in the preparation of the Closing Date Net Computations. Purchaser’s Accounting Expert shall prepare and deliver to Purchaser a report in writing within twenty (20) Business Days after receipt of the Closing Date Computations, stating that in its opinion either: (i) the Closing Date Computations have been calculated in accordance with Section 2.3(a) above and no further adjustments to the Closing Date Computations need be made; or (ii) the Closing Date Computations need to be adjusted to comply with Section 2.3(a) above, in which case Purchaser’s Accounting Expert shall set out in writing the adjustments needed to be made to the Closing Date Computations to make it so conform. (c) Purchaser shall deliver to Seller the report of Purchaser’s Accounting Expert within five (5) Business Days after the receipt thereof. If the Closing Date Computations are confirmed by Purchaser’s Accounting Expert pursuant to Section 2.3(b)(i) of this Agreement, then the Closing Date Computations shall be deemed final and the Working Capital and to access the Initial Property Owners books and records pertaining thereto. Except as Debt set forth belowtherein shall be the final Closing Date Working Capital Computation and the final Closing Date Debt Computation, respectively, for all purposes herein. If the Closing Date Computations as adjusted by Purchaser’s Accounting Expert are not disputed by Seller, the Closing Date Net Working Capital Computations shall be deemed to be final and the Working Capital and the Debt set forth therein shall be finalthe final Closing Date Working Capital Computation and the final Closing Date Debt Computation, binding respectively, for all purposes herein. If Closing Date Computations as adjusted by Purchaser’s Accounting Expert are disputed by Seller, Seller shall give notice thereof as set forth in, and conclusive on such dispute shall be resolved pursuant to, subsection (d) of this Section 2.3. (d) If there is any difference of opinion or dispute between Seller and Purchaser regarding the parties upon the earlier of Closing Date Computations as adjusted by Purchaser’s Accounting Expert, Seller may give a one-time notice (the “Final Resolution DateDispute Notice”): ) to Purchaser within ten (a10) the Contributors’ Business Days after delivery of a written notice to the Operating Partnership report of its approval of Purchaser’s Accounting Expert on the Closing Date Net Working CapitalComputations setting out (i) the details of each of the matters in dispute; (bii) the failure a separate dollar value for each of those matters; and (iii) full details of the Contributors reasons why each of those matters is disputed. Such difference of opinion or dispute between Seller and Purchaser shall be resolved as set forth below: (i) Within ten (10) Business Days of Seller having delivered a Dispute Notice to notify the Operating Partnership Purchaser, Purchaser must deliver to Seller a response in writing in accordance with Section 1.02(b)(iii) of on the disputed matters (the “Response”). If Purchaser does not deliver a dispute with Response within that time, the Closing Date Net Computations shall be deemed to be amended as required by Seller and the Working Capital and the Debt set forth therein shall be the final Closing Date Working Capital Computation and the final Closing Date Debt Computation, respectively, for all purposes herein. (an “Objection Notice”); ii) If the dispute is not resolved within ten (10) Business Days of the delivery of the Response to Seller, then Seller and Purchaser shall promptly refer the dispute to the Chief Executive Officer (cor his or her appointed nominees) the resolution of all disputes, pursuant either to Section 1.02(b)(iv) or to Section 1.02(c), by the Independent Accounting Firmeach of Seller and Purchaser. (iii) If the Contributors disagree with Chief Executive Officers (or their respective appointed nominees) have not resolved the Closing Date Net Working Capitaldispute within ten (10) Business Days of it being referred to them, the Contributors may, within thirty (30) days of dispute shall promptly be submitted for determination to an Expert who will determine 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 Contributor’s calculation of the Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items matter or matters in the Closing Date Calculations with which the Contributors disagree and the items, facts, amounts, calculations, or valuations used to determine such line items. The Contributors shall be deemed 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 Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership shall be binding and conclusive on the parties heretodispute. (iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii)The Expert shall be KPMG LLP, the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differencesU.S. member firm of KPMG International, 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 Contributors are unable to reach a resolution within thirty (30) days after the delivery of the Objection Notice, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be named by the managing partner of the or such other internationally recognized accounting firm or as selected by such other practice ordinarily employed by the Independent Accounting Firm. While each party represents that it is not aware mutual agreement 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 Contributors Seller and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting FirmPurchaser. (v) The Independent Accounting Firm shall establish such procedures giving due regard Within ten (10) Business Days after submission of the dispute to the intention Expert, Seller and Purchaser shall provide the following information to the Expert: (A) the Closing Date Computations as determined by Seller’s Accounting Expert and Purchaser’s Accounting Expert; (B) the reports issued by Seller’s Accounting Expert and Purchaser’s Accounting Expert under Sections 2.3(a) and 2.3(b) (together with any working papers); (C) the Dispute Notice; (D) the Response; and (E) an extract of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributorsrelevant provisions of this Agreement. (vi) If issues are submitted The Expert shall resolve finally the matters of disagreement and finish its determination and provide it to Seller and Purchaser no later than twenty (20) Business Days after receipt of the submissions (or such other period agreed by the parties having regard to the Independent matters in dispute). (vii) The parties shall promptly supply the Expert with any information, assistance and co-operation requested in writing by the Expert in connection with its determination. All correspondence between the Expert and any party must be copied to the other party. (viii) The Expert must comply with terms of this Section 2.3. (ix) The terms of appointment of the Expert may include such procedures as Seller and Purchaser may agree for the conduct of the proceedings. In the absence of such agreement, the Expert will decide the procedures to be followed to resolve the matters of disagreement. (x) The Expert must act as an expert and not as an arbitrator. The Expert’s written determination shall be final and binding on the parties in the absence of manifest error and the Closing Date Computations shall be deemed to be amended accordingly and the Working Capital and the Debt set forth therein shall be the final Closing Date Working Capital Computation and the final Closing Date Debt Computation, respectively, for all purposes herein. (xi) The cost of a determination by the Expert shall be borne by Seller and Purchaser in such manner as the Expert determines (having regard to the merits of the dispute). (e) The fees of Seller’s Accounting Firm Expert shall be paid by Seller and the fees of Purchaser’s Accounting Expert shall be paid by Purchaser. (f) Within five (5) Business Days of the final determination of the Closing Date Computations, (i) to the extent that the Closing Date Working Capital Computation is less than the Closing Date Working Capital Estimate Amount, Seller shall pay to Purchaser the amount of such deficiency in Working Capital, together with interest thereon equal to the Applicable Rate calculated on the basis of a 365-day year and the actual number of days elapsed from the Closing Date until the date of payment, (ii) to the extent that the Closing Date Working Capital Computation is greater than the Closing Date Working Capital Estimate Amount, Purchaser shall pay to Seller the amount of such excess in Working Capital, together with interest thereon equal to the Applicable Rate calculated on the basis of a 365-day year and the actual number of days elapsed from the Closing Date until the date of payment, (iii) to the extent that the Closing Date Debt is greater than the Closing Date Debt Estimate Amount, Seller shall pay to Purchaser the amount of such excess in Debt, together with interest thereon equal to the Applicable Rate calculated on the basis of a 365-day year and the actual number of days elapsed from the Closing Date until the date of payment, and (iv) to the extent that the Closing Date Debt is less than the Closing Date Debt Estimate Amount, Purchaser shall pay to Seller the amount of such difference in Debt, together with interest thereon equal to the Applicable Rate calculated on the basis of a 365-day year and the actual number of days elapsed from the Closing Date until the date of payment. Any payment to be made pursuant to this Section 1.02(b): (A2.3(f) The Operating Partnership shall be in U.S. dollars and the Contributors shall execute any agreement required be made by wire transfer or other immediately available funds as directed by the Independent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (B) The Operating Partnership and the Contributors shall each bear one-half of the fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement 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 the Contributors pay to the Independent Accounting Firm any amount in excess of one-half of the fees and costs of its engagement, the other Party(ies) agree(s) to reimburse Operating Partnership and the Contributors, as applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership and the Contributors with respect to the fees and costs of the Independent Accounting Firmparty receiving such payment.

Post-Closing Adjustments. The Total Consideration shall be adjusted after the Closing Date as follows: (ia) Within ninety (90) 60 days following the Closing DateClosing, the Operating Partnership shall prepare Seller shall, at its expense, prepare, or cause to be prepared, and deliver to the Contributors a statement setting forth a calculation Buyer an audited Combined Statement of Net Assets to Be Sold of the aggregate Analytical Instruments Business together with the notes thereto and the report thereon of PricewaterhouseCoopers, LLP (the "Closing Balance Sheet") which shall set forth the Net Working Capital Assets of the Initial Property Owners and the Gibralt Initial Property Owner (as defined in the Gibralt Contribution Agreement) as of 12:00 A.M., New York City time, on Analytical Instruments Business immediately prior to the Closing Date (the “"Closing Date Net Working Capital”Assets"), which calculation . The Closing Balance Sheet shall be prepared in a manner consistent prepared, and Closing Net Assets calculated, using the same methodology with the most recent available balance sheet attached hereto asaccounting principles, methods, practices, allocation methodologies 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” estimation methodologies 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 Contributors’ reasonable requests for supporting documentation used were utilized in the preparation of the Closing Date 1998 Statement of Net Working Capital and Assets after giving effect to access the Initial Property Owners books and records pertaining thereto. Except as adjustments set forth belowin Section 3.1(g) of the Seller Schedule. For purposes hereof, "Net Assets" means the Closing Date Net Working Capital shall be deemed excess of the total assets of the Analytical Instruments Business to be sold over the total liabilities of the Analytical Instruments Business to be assumed as reflected in a combined statement of net assets of the Analytical Instruments Business prepared and calculated as provided in the immediately preceding sentence. At the same time, Seller shall be final, binding and conclusive on the parties upon the earlier of deliver a statement (the “Final Resolution Date”): "Subsidiary Statement") indicating the excess (athe "Preliminary Adjustment Amount") of: (i) the Contributors’ delivery of amount (on a written notice to the Operating Partnership of its approval combined basis) as of the Closing Date Net Working Capitalof the cash and cash equivalents of the Transferred Subsidiaries (the "Subsidiary Cash Amount"); over (bii) the failure of the Contributors to notify the Operating Partnership in writing in accordance with Section 1.02(b)(iiiamount (on a combined basis) of a dispute with the Closing Date Net Working Capital (an “Objection Notice”); and (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 Contributors disagree with the Closing Date Net Working Capital, the Contributors may, within thirty (30) days of the delivery by the Operating Partnership as 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 Contributor’s calculation of the Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in Indebtedness of the Closing Date Calculations with which Transferred Subsidiaries to parties other than Seller or any of its subsidiaries (other than the Contributors disagree and Transferred Subsidiaries) (the items, facts, amounts, calculations, or valuations used to determine such line items"Subsidiary Debt Amount"). The Contributors Subsidiary Statement shall be deemed to have agreed with all line items or amounts contained in the Closing Date Net Working Capital prepared and all calculations, items, facts, amounts or valuations used in determining any line item of the Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership shall be binding and conclusive on the parties hereto. (iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, 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 Contributors are unable to reach a resolution within thirty (30) days after the delivery of the Objection Notice, the Operating Partnership and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP (the “Independent Accounting Firm”). The lead partner of the Independent Accounting Firm shall be 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 Contributors and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting FirmU.S. GAAP. (v) The Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): (A) The Operating Partnership and the Contributors shall execute any agreement required by the Independent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (B) The Operating Partnership and the Contributors shall each bear one-half of the fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement 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 the Contributors pay to the Independent Accounting Firm any amount in excess of one-half of the fees and costs of its engagement, the other Party(ies) agree(s) to reimburse Operating Partnership and the Contributors, as applicable, upon demand, to the extent required to equalize the payments made by Operating Partnership and the Contributors with respect to the fees and costs of the Independent Accounting Firm.

Post-Closing Adjustments. The Total Consideration shall be adjusted after the Closing Date (a) As promptly as follows: practicable, but no later than sixty (i) Within ninety (9060) days following after the Closing Date, the Operating Partnership Purchaser shall prepare cause to be prepared and deliver delivered to the Contributors Sellers Representative a statement setting forth a calculation proposed final consolidated balance sheet of the aggregate Net Working Capital Company and its Subsidiaries as of the Initial Property Owners and the Gibralt Initial Property Owner (as defined in the Gibralt Contribution Agreement) as close of 12:00 A.M., New York City time, business on the Closing Date (the “Closing Date Net Working CapitalBalance Sheet”), which and a certificate based on such Closing Date Balance Sheet setting forth Purchaser’s calculation of the Stockholders’ Equity as of the close of business on the Closing Date (the “Final Equity Amount”, and together with the Closing Date Balance Sheet, the “True-Up Statement”). The Closing Date Balance Sheet shall be prepared in accordance with GAAP applied on a manner basis that is consistent and using with the preparation of the Company Financial Statements, including the use of the same methodology accounting principles, practices, procedures, policies and methods, with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies, that were employed in the most recent available balance sheet attached hereto as, and any other adjustments shown on, Schedule 1.02(b), andpreparation of the Reference Date Balance Sheet, to the extent not inconsistent with said Schedule, in accordance consistent 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 dateclarity, in each case, determined and in accordance with GAAP, subject the Closing Date Balance Sheet shall (i) to the modifications described extent completed as of the close of business on Schedule 1.02(b)(ithe Closing Date, reflect the sale of the Designated Securities provided for in Section 6.10, the transfer of the Pension Plan provided for in Section 6.11(a)(1), the transfer of the Key Man Policies and related payment of cash provided for in Section 6.11(a)(2), the transfer of the Company deferred compensation plan, and the trust established in connection with such deferred compensation plan, provided for in Section 6.11(a)(3), and the Company’s payment or accrual of all fees and expenses incurred in connection with the consummation of the Merger as provided for in Section 10.01 (including all fees payable to the Company’s financial advisor), (ii) not reflect transaction-related entries, accruals or adjustments, such as purchase accounting adjustments, vendor or funding termination penalties, management change-in-control or retention payments, and employee severance costs, and (iii) include the same line items reflected in the Reference Date Balance Sheet, to the extent consistent with GAAP. In calculating the accumulated other comprehensive income (loss) on the Closing Date Balance Sheet, the net unrealized gain (loss) on securities will be determined using the same valuation agent and methodology used by the Company in preparing the Company Financial Statements, to the extent consistent with GAAP. Purchaser shall afford the Sellers Representative and its Representatives the opportunity to review all work papers and documentation used by Purchaser in preparing the True-Up Statement. (iib) The Operating Partnership shall comply with Except as otherwise expressly provided herein, the Contributors’ reasonable requests for supporting documentation used in the preparation determination 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 True-Up Statement shall be deemed to be final and shall be final, binding and conclusive on the parties upon the earlier of (the “Final Resolution Date”): (a) the 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 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 (c) the resolution of all disputeshereto, pursuant either to Section 1.02(b)(iv) or to Section 1.02(c), by the Independent Accounting Firm. (iii) If the Contributors disagree with the Closing Date Net Working Capital, the Contributors mayunless, within thirty (30) days of the delivery after receipt by the Operating Partnership Sellers Representative of such True-Up Statement, the Closing Date Net Working Capital and such supporting documentation as requested pursuant to Section 1.02(b)(iiSellers Representative shall notify Purchaser in writing of its disagreement with any amount included therein or omitted therefrom (each dispute, an “Objection”), deliver an Objection Notice setting forth Contributor’s calculation of the Closing Date Net Working Capital. Any such Objection Notice shall specify those individual line items in the Closing Date Calculations with which the Contributors disagree and the itemscase, facts, amounts, calculations, or valuations used to determine such line items. The Contributors shall be deemed 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 Closing Date Net Working Capital unless, and only to the extent, such items, facts, amounts, calculations or valuations are specifically and timely objected to in an Objection Notice. If the Contributors do not timely deliver an Objection Notice, the Closing Date Net Working Capital determined by the Operating Partnership shall be binding and conclusive on if the parties hereto. (iv) If the Contributors timely deliver an Objection Notice to the Operating Partnership in accordance with Section 1.02(a)(iii), the Operating Partnership and the Contributors shall attempt in good faith to reconcile the parties’ differences, 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 Contributors are unable to reach a resolution resolve the Objections within thirty ten (3010) days after the delivery Business Days of the Objection Noticereceipt by Purchaser of notice of such disagreement, such unresolved Objections shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between the Operating Partnership Sellers Representative and the Contributors shall submit their respective determinations and calculations and the items remaining in dispute for resolution to BDO USA, LLP Purchaser (the “Independent Accounting FirmReferee”). The lead partner of the Independent Accounting Firm shall be 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 Contributors and the Operating Partnership shall mutually agree to another independent accounting firm of international reputation and the selected firm shall be the Independent Accounting Firm. (v) The Independent Accounting Firm shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either the Operating Partnership or the Contributors. (vi) If issues are submitted to the Independent Accounting Firm pursuant to this Section 1.02(b): (A) The Operating Partnership and the Contributors shall execute any agreement required by the Independent Accounting Firm to accept their engagement pursuant to this Section 1.02(b); (B) The Operating Partnership and the Contributors shall each bear one-half of the fees and costs of the Independent Accounting Firm; provided, however, that the engagement agreement 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 the Contributors pay to fees of the Independent Accounting Firm any Referee as estimated by such firm would exceed fifty percent (50%) of the net amount in excess of one-half of the fees and costs of its engagementdispute, the parties agree that the Accounting Referee shall not be engaged by either party and that such net amount in dispute shall be equally apportioned between the Shareholders, on the one hand, and Purchaser, on the other Party(ieshand. The Accounting Referee shall be instructed to resolve the Objections within ten (10) agree(s) to reimburse Operating Partnership and the Contributors, as applicable, upon demandBusiness Days of engagement, to the extent required to equalize reasonably practicable. The determination of the payments made by Operating Partnership Accounting Referee shall be final and binding on the Contributors with respect to the parties hereto. The fees and costs of the Independent Accounting FirmReferee, if one is required, shall be payable (i) fifty percent (50%) by the Shareholders, on the one hand, and (ii) fifty percent (50%) by Purchaser, on the other hand. (c) Not later than the close of business on the second (2nd) Business Day following the final determination of the True-Up Statement pursuant to Section 3.06(b) (the “Adjustment Payment Date”), the Shareholders and Purchaser shall effect the transfer, at Purchaser’s option, of either (i) Shares (with an agreed value per Share equal to the Reference Price) or (ii) cash, in each case, as may be necessary to reflect the difference, positive or negative, of (x) the Final Per Share Equity Adjustment Amount (based on the Final Equity Amount), MINUS (y) the Estimated Per Share Equity Adjustment Amount (based on the Estimated Equity Amount), as set forth on the True-Up Statement, as finally determined. Such transfer shall include the transfer of any amount of dividends (cash or stock) or other distributions paid on the Shares between the Closing Date and the Adjustment Payment Date that are attributable to the number of Shares transferred as an adjustment pursuant to this Section 3.06(c) with the intent that the party that would have been entitled to such Shares as of the Effective Time had the Final Equity Amount been known at Closing shall receive the economic benefits associated with such Shares; provided, however, that no interest shall be paid by either party on any amounts so transferred pursuant to this Section 3.06(c) (in cash or in stock). (d) Any adjustments provided for in this ARTICLE III shall be deemed, for purposes of Tax, to be adjustments to the consideration for the Merger.