Common use of Post-Closing Determination Clause in Contracts

Post-Closing Determination. (a) Within sixty (60) days following the Closing Date, the Buyer shall cause to be prepared and delivered to the Seller a statement (the “Post-Closing Statement”), which shall include (i) a consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer will make available to the Seller and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior notice, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the Seller, within 30 days after receipt of the Post-Closing Statement, gives the Buyer a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) and the amount in dispute (an “Objection Notice”), such Post-Closing Statement and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer and the Seller. The Seller and the Buyer shall use reasonable efforts to resolve any disagreements as to the Post-Closing Statement and the Objection Notice, but if they do not obtain a final resolution within 30 days after the Buyer has received the Objection Notice, the Seller and the Buyer shall jointly retain a mutually agreed nationally recognized “big four” accounting firm (the “Accounting Firm”) to resolve any remaining disagreements. The Buyer and the Seller shall direct the Accounting Firm to render a determination within 30 days of its retention, and the Buyer, the Seller and their respective employees or agents shall cooperate with, and provide reasonable access to all relevant records and work papers to, the Accounting Firm during its engagement. The Accounting Firm may consider only those items and amounts in the Post-Closing Statement set forth in the Objection Notice which the Buyer and the Seller are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. 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 determination of the Accounting Firm shall be conclusive and binding upon the Buyer, the Company and the Seller. The cost of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy of the Parties’ positions relative to the final determination by the Accounting Firm.

Post-Closing Determination. (a) Within sixty (60) No later than 120 days following after the Closing Date, Seller will prepare (it being agreed that the Buyer shall cause Purchaser's employees and representatives (including PricewaterhouseCoopers) will be entitled to be prepared participate in such preparation together with Seller, subject to Seller's overall supervision and delivered control of such preparation) and deliver to Purchaser a Closing Date balance sheet reflecting the Seller a statement assets and liabilities of the Division transferred to and assumed by Purchaser and its Affiliates and reflecting the Tangible Net Book Value of the Division (the “Post-Closing Statement”), which shall include (i) a consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date (the “"Draft Closing Date Balance Sheet”"), including . If Purchaser disagrees with the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), calculation of the “Final Tangible Net Book Value of the Division reflected on the Draft Closing Date Cash and Cash Equivalents”)Balance Sheet, the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer will make available to the Seller and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior notice, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the SellerPurchaser may, within 30 days after receipt of the Post-Draft Closing StatementDate Balance Sheet, gives deliver a notice (an "Objection Notice") to Seller setting forth any such disagreement. If Purchaser does not deliver an Objection Notice within such 30 day period, then the Buyer a written notice objecting thereto and specifying Tangible Net Book Value set forth on the basis for each such objection (the only basis for each such objection Draft Closing Date Balance Sheet shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) deemed final and the amount in dispute (an “Objection Notice”), such Post-Closing Statement and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon on each of the Buyer parties. Purchaser and the Seller. The Seller and the Buyer shall will use reasonable best efforts to resolve any disagreements as to the Post-Closing Statement and calculation of the Objection NoticeTangible Net Book Value of the Division, but if they do not obtain a final resolution within no later than 30 days after the Buyer has received Seller's receipt of the Objection Notice, the Purchaser and Seller and the Buyer shall will jointly retain a mutually agreed nationally recognized “big four” an independent accounting firm of recognized national standing (the “Accounting "Firm”") to resolve any remaining disagreements. The Buyer If Purchaser and Seller are unable to agree on the choice of the Firm, then the Firm will be a "big-five" accounting firm selected by lot (after excluding one firm designated by Purchaser and one firm designated by Seller). Purchaser and Seller shall will direct the Accounting Firm to render a determination within 30 days of its retentionretention and Purchaser, and the Buyer, the Seller and their respective employees or agents shall will cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may will consider only those items and amounts in with respect to the Post-Draft Closing Statement Date Balance Sheet set forth in the Objection Notice which the Buyer Purchaser and the Seller are unable to resolve. The scope Purchaser and Seller shall each make written submissions to the Firm promptly (and in any event no later than 15 days after the Firm's engagement), which submissions shall contain such party's computation of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof Tangible Net Book Value and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statementinformation, arguments, and the Accounting Firm is not to make any other determinationsupport for such party's position. The Accounting Firm’s Firm shall review such submissions and base its determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included hereinsuch submissions. 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 Firm's determination will be based on the definition of the Tangible Net Book Value included herein. The determination of the Accounting Firm shall will be conclusive and binding upon the Buyer, the Company Purchaser and the Seller. The cost Purchaser and Seller shall each bear the costs and expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy percentage which the portion of the Parties’ positions relative contested amount not awarded to each party bears to the amount actually contested by such party (e.g., if Seller makes a claim for $1,000 and Purchaser only contests $500 of the amount claimed by Seller, and if the Firm resolves the dispute by awarding Seller $300 of the $500 contested, then the Firm's costs and expenses will be allocated 60% to Purchaser and 40% to Seller). The Tangible Net Book Value as finally determined pursuant to this Section 1.4(b) is referred herein as the "Actual Tangible Net Book Value" and the final determination by balance sheet on which it is reflected as the Accounting Firm"Closing Date Balance Sheet."

Post-Closing Determination. Within seventy-five (a) Within sixty (6075) days following after the Closing Date, the Buyer shall cause prepare and deliver to be prepared and delivered to the Seller a statement for the Company and the Company Subsidiaries as of the Closing (the “Post-Closing Statement”), which shall include (i) a consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b)of the Company and the Company Subsidiaries, the “Final Closing Date Cash Indebtedness of the Company and Cash Equivalents”)the Company Subsidiaries as of the Closing, the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”)Transaction Expenses, and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital of the Company and the Company Subsidiaries as of the close of business on the Closing. The Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, Statement shall be prepared in accordance with GAAP applied in a manner consistent with (i) the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition definitions of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing CostsTransaction Expenses, and Net Working Capital set forth hereinherein and (ii) the methodologies, without regard to the transaction described herein or the consummation of any financing contemplated herewith practices and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained assumptions set forth in the Financial Statements that are not reflected in Annex A hereto, such line item Working Capital Schedule. Buyer shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer will make available to the Seller and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement andand the computation of Cash and Cash Equivalents, upon reasonable prior noticeIndebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of the Closing. If Seller shall be entitled to discuss such records and work papers disagrees with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants computation of the Cash and Cash Equivalents, Working Capital, Indebtedness, or Transaction Expenses of the Company and the Company Subsidiaries as of the Closing as calculated by Buyer are requestedor any other items reflected on the Closing Statement, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the Sellermay, within 30 sixty (60) days after receipt of the Post-Closing Statement, gives the Buyer deliver a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) and the amount in dispute (an “Objection Notice”)) to Buyer setting forth in reasonable detail Seller’s calculation of the Cash and Cash Equivalents, such Post-Closing Statement the Indebtedness, the Transaction Expenses and the Final Purchase Price resulting therefrom Working Capital of the Company and the Company Subsidiaries as of the Closing. If Seller does not deliver an Objection Notice within such period of sixty (60) days, then Buyer’s calculations of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Company Subsidiaries as of Closing shall be finaldeemed to be the Actual Closing Cash and Cash Equivalents, conclusive the Actual Closing Indebtedness, the Actual Transaction Expenses and binding upon the Actual Closing Working Capital (each, as defined below). If Seller delivers an Objection Notice to Buyer, then Buyer and the Seller. The Seller and the Buyer shall use reasonable good faith efforts to resolve any disagreements disagreement as to the Post-Closing Statement computation of the Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital of the Company and the Objection NoticeCompany Subsidiaries as of the Closing, in each case, as soon as practicable, but if they do cannot obtain reach a final resolution within 30 thirty (30) days after the Buyer has received the Objection Notice, the Buyer and Seller and the Buyer shall jointly retain a mutually Deloitte & Touche LLP (“Deloitte”) or, if Deloitte is unwilling or unable to serve or if otherwise agreed by Buyer and Seller, another nationally recognized “big four” accounting firm of comparable stature reasonably acceptable to both Buyer and Seller (the “Accounting Firm”) to resolve any remaining disagreements). The Buyer and the Seller shall direct the Accounting Firm to render a determination within 30 thirty (30) days of after its retention, retention and the Buyer, the Seller and their respective employees or agents shall cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may shall consider only those items and amounts in the Post-Closing Statement set forth in the Objection Notice which the that Buyer and the Seller are unable to resolve. The scope resolve including any updates to the calculations of the disputes amounts of such items after the good faith resolution discussion that are presented to be resolved by the Accounting Firm is limited to whether by either Buyer or Seller (the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof “Presented Positions”), and whether there were mathematical errors in determining shall select as a resolution the amounts set forth position of either Buyer or Seller for the disputed items that is, in the Post-Closing Statementaggregate, more accurate pursuant to the terms of this Section 2.3 and, based on such determination, adopt, either the aggregate amount of the Presented Positions claimed by Buyer or Seller (based solely on presentations and the Accounting Firm is supporting material provided by such parties and not pursuant to make any other determinationindependent review) and may not impose an alternative resolution. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. In resolving any disputed item, such review as the Accounting Firm may not assign a value deems necessary to any item greater than make its determination and (A) the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The determination definitions of the Accounting Firm shall be conclusive Cash and binding upon the BuyerCash Equivalents, the Company Indebtedness, Transaction Expenses, and the Seller. The cost of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy of the Parties’ positions relative to the final determination by the Accounting Firm.Working Capital set forth in this Agreement and (B)

Post-Closing Determination. (ai) Within sixty (60) days following after the Closing Date, Acquiror shall conduct a review of the Buyer Closing Working Capital and shall cause to be prepared and delivered deliver to the Seller Equityholder Representative a statement (the “Post-Closing Statement”), which shall include (i) a consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyersetting forth Acquiror’s calculation of Net Closing Working Capital, Closing Cash, Closing Indebtedness and Company Transaction Expenses. The Closing Statement shall also contain the draft balance sheet from which the Closing Working Capital as of the close of business on was determined and back-up calculations from which Closing Indebtedness was determined. Acquiror will prepare the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared Statement on an accrual basis in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing using the same methodologiesaccounting methods, practices practices, principles and policies as and procedures, with consistent classifications, judgments and valuation methodologies that were used in the preparation of the Company’s Financial Statements and as set forth in Annex A hereto and in accordance Statements. (ii) If the Equityholder Representative disagrees with Acquiror’s computation of the definition of Cash and Cash EquivalentsClosing Working Capital, Closing Date IndebtednessCash, Closing Indebtedness or Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and Transaction Expenses as of the close of business reflected on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer will make available to the Seller and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior noticeStatement, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the SellerEquityholder Representative may, within 30 thirty (30) days after receipt of the Post-Closing Statement, gives the Buyer a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) and the amount in dispute deliver a notice (an “Objection Notice”)) to Acquiror setting forth in reasonable detail the Equityholder Representative’s objections. If an Objection Notice is not delivered to Acquiror within such thirty (30) day period, such Post-then the computation of the Closing Working Capital, Closing Cash, Closing Indebtedness and Company Transaction Expenses as reflected on the Closing Statement and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer Acquiror and the SellerEquityholders. The Seller If an Objection Notice is delivered to Acquiror within such thirty (30) day period, then Acquiror and the Buyer Equityholder Representative shall use reasonable efforts negotiate in good faith to resolve any disagreements as to the Post-computation of the Closing Statement and the Objection NoticeWorking Capital, Closing Cash, Closing Indebtedness or Company Transaction Expenses, but if they do not obtain a there is no final resolution with respect to any amounts remaining in dispute (the “Disputed Amounts”) within 30 thirty (30) days after the Buyer Acquiror has received the Objection Notice, the Seller Acquiror and the Buyer Equityholder Representative shall jointly retain a mutually agreed nationally recognized “big four” acceptable and independent, accounting firm of national standing (the “Accounting Firm”) to resolve any remaining disagreementsdisagreements relating only to the Disputed Amounts and to determine the Final Closing Cash, Final Working Capital, Final Indebtedness and/or the Final Transaction Expenses (each as defined below). The Buyer If Acquiror and the Seller shall direct Equityholder Representative are unable to agree upon an Accounting Firm within ten (10) days, then the Accounting Firm to render a determination within 30 days shall be an accounting firm of its retentionnational standing designated by the American Arbitration Association in Chicago, Illinois (unless another location may be mutually agreed by Acquiror and the Buyer, Equityholder Representative). Acquiror and the Seller and their respective employees or agents Equityholder Representative shall cooperate with, and provide reasonable access each submit all back-up documentation to all relevant records and work papers to, the Accounting Firm during its promptly (and in any event within ten (10) days after the Accounting Firm’s engagement), which documentation shall include such party’s computation of the Closing Working Capital, Closing Cash, Closing Indebtedness and Company Transaction Expenses and information, arguments and support for such party’s position with respect to the Disputed Amounts. The Accounting Firm may consider only those items shall review all such documentation and amounts in the Post-Closing Statement set forth in the Objection Notice which the Buyer and the Seller are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared base its determination solely on such documentation in accordance with Section 1.03(a) hereof GAAP and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on accordance with the definitions included of Closing Working Capital, Closing Cash, Closing Indebtedness and Company Transaction Expenses herein. In resolving any disputed itemsuch Disputed Amounts, the Accounting Firm may not assign a value to any item greater than the greatest value used for such item claimed by either party or less than the smallest value for such item claimed by either party. The determination of the Accounting Firm Firm, or any final resolution agreed to in writing by Acquiror and the Equityholder Representative, shall be conclusive and binding upon Acquiror and the BuyerEquityholders. The Closing Working Capital, Closing Cash, Closing Indebtedness and Company Transaction Expenses as finally determined pursuant to this Section 2.9(b) are referred to as the “Final Working Capital,” “Final Closing Cash,” “Final Indebtedness” and “Final Transaction Expenses,” respectively, herein. (iii) The Equityholders shall pay a portion of the fees and expenses of the Accounting Firm equal to 100% multiplied by a fraction, the Company numerator of which is the amount of Disputed Amounts submitted to the Accounting Firm that are resolved in favor of Acquiror (that being the difference between the Accounting Firm’s determination and the Seller. The cost Equityholder Representative’s determination) and the denominator of which is the total amount of the resolution Disputed Amounts submitted to the Accounting Firm (that being the sum total by which Acquiror’s determination and the Equityholder Representative’s determination differ from the determination of the disputed items Accounting Firm). Acquiror shall pay that portion of the fees and expenses of the Accounting Firm that the Equityholders are not required to pay hereunder. By way of example, if the Equityholder Representative claims that Closing Working Capital should be $2,000,000 and Acquiror claims it should be $1,000,000 and the correct amount is determined by the Accounting Firm to be $1,250,000, then assuming the Accounting Firm’s fees are $200,000, $150,000 of such fees would be payable by the Equityholders and $50,000 would be payable by Acquiror. (iv) Acquiror shall be equitably allocated by cause the Surviving Corporation to make its financial records, accounting personnel and advisors available in a prompt and timely manner to (i) the Equityholder Representative in connection with carrying out its duties under this Section 2.9 and (ii) the Accounting Firm based on the accuracy of the Parties’ positions relative to the final determination by the Accounting Firmduring its review.

Post-Closing Determination. Within ten (a) Within sixty (6010) days following after the Closing Date, Seller Parent shall deliver to Purchaser Parent true and correct copies of all financial books and records of the Buyer shall cause Sellers necessary for Purchaser Parent to be prepared and delivered to the Seller prepare a statement (the “Post-Closing Statement”), which shall include (i) a consolidated balance sheet of the Company and its Subsidiaries Business as of the close Closing Date for purposes of business on calculating the Net Asset Value as of the Closing Date (the “Net Asset Value at Closing”). Within forty (40) days after receipt of such materials from the Seller Parent, the Purchaser Parent and its auditors shall prepare a balance sheet of the Business as of the Closing Date (the “Closing Date Balance Sheet”), including ) consistent with the Cash manner of computation of the Base Net Asset Value and Cash Equivalents (as determined in conformance with GAAP for the purposes of determining the Net Asset Value at Closing and any resulting adjustments to the Purchase Price pursuant to Section 1.03(b3.3(a)(ii) (the “Net Asset Value Post Closing Adjustment”); provided, that, the “Final Closing Date Cash Parties acknowledge and Cash Equivalents”)agree that, for purposes of determining the Net Asset Value at Closing, the Parties shall disregard any increase in the accounts receivable of the Sellers between January 31, 2005 and the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in resulting from a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were used decrease in the Financial Statements amount of receivables sold by the Sellers between January 31, 2005 and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item . The Purchaser Parent and its auditors shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer will make available to the Seller Parent and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior noticeBalance Sheet and the Net Asset Value Post Closing Adjustment. If the Seller Parent disagrees with the computation of any of the Net Asset Value at Closing reflected on the Closing Balance Sheet or the Net Asset Value Post Closing Adjustment, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the SellerParent may, within 30 fifteen (15) days after receipt of the Post-Closing StatementBalance Sheet, gives the Buyer deliver a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) and the amount in dispute (an “Objection Notice”)) to the Purchaser Parent setting forth the Seller Parent’s calculation of such Net Asset Value at Closing or such Net Asset Value Post Closing Adjustment. If the Seller Parent does not deliver an Objection Notice within such fifteen (15) day period, such Post-then the Net Asset Value at Closing Statement and Net Asset Value Post Closing Adjustment shall be deemed finally determined to be as set forth on the Closing Balance Sheet. If the Seller Parent does deliver an Objection Notice, the Purchaser Parent and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer and the Seller. The Seller and the Buyer Parent shall use reasonable best efforts to resolve any disagreements as to the Post-computation of the Net Asset Value at Closing Statement and or Net Asset Value Post Closing Adjustment, as the Objection Noticecase may be, but if they do not obtain a final resolution within 30 thirty (30) days after the Buyer Purchaser Parent has received the Objection Notice, the Seller Purchaser Parent and the Buyer Seller Parent shall jointly retain a mutually agreed nationally recognized “big four” an independent accounting firm of recognized standing (the “Accounting Firm”) to resolve any remaining disagreements. The Buyer In any event, a Net Asset Value Post Closing Adjustment shall be made with respect to such amounts as are not in dispute, as set forth in the Objection Notice. If the Purchaser Parent and the Seller Parent are unable to agree on the choice of the Firm, then the Purchaser Parent’s auditors and the Seller Parent’s auditors shall jointly select a “big-four” accounting firm (or a successor) as the Firm. The Purchaser Parent and the Seller Parent shall direct the Accounting Firm to render a determination within 30 thirty (30) days of after its retention, retention and the BuyerPurchaser Parent, the Seller Parent, and their respective employees or agents shall cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may shall consider only those items and amounts in the Post-Closing Statement set forth in the Objection Notice which the Buyer Purchaser Parent and the Seller Parent are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer Purchaser Parent and the Seller Parent shall each make written submissions to the Firm promptly (i.e.and in any event within twenty (20) days after the Firm’s retention), not which submissions shall contain such Party’s computation of the Net Asset Value at Closing and Net Asset Value Post Closing Adjustment and information, arguments, and support for such Party’s position. The Firm shall review such submissions and base its determination solely on the basis of an independent review) and on the definitions included hereinthem. 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 Firm’s determination shall be based on the definition of the Net Asset Value, included herein. The determination of the Accounting Firm shall be conclusive and binding upon the Buyer, the Company Parties. The Purchaser Parent and the Seller. The cost Seller Parent shall each bear 50% of the resolution costs and expenses of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy of the Parties’ positions relative to the final determination by the Accounting Firm.

Post-Closing Determination. (a) Within sixty (60) days following after the Closing Date, the Buyer and its auditors shall cause to be prepared prepare, and delivered deliver to the Seller Representative, (i) a statement (the “Post-Closing Statement”)statement, which shall include (iA) a consolidated balance sheet of the Company and its Subsidiaries as Subsidiaries, and (B) the Buyer’s determinations of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b)Amount, the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), Payoff Amount and the Company Closing Costs (as determined pursuant to Section 1.03(b)Net Working Capital Amount, the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date Actual Purchase Price (as determined pursuant to Section 1.03(b)defined below) (collectively, the “Final Net Working CapitalDraft Computation”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) . The Buyer and its auditors will make available to the Seller Representative and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement andDraft Computation, upon reasonable prior noticeand will prepare and deliver to the Seller Representative a detailed analysis of the changes behind any material variance(s) between the Buyer’s determinations of the Cash Amount, the Indebtedness Payoff Amount and the Net Working Capital Amount, and the corresponding estimates of such amounts as determined by the Company and referred to in Section 2.01 hereof. If the Seller Representative disagrees with any aspect of the Draft Computation, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the SellerRepresentative may, within 30 forty-five (45) days after receipt of the Post-Closing StatementDraft Computation, gives the Buyer deliver a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) and the amount in dispute (an “Objection Notice”)) to the Buyer setting forth the Seller Representative’s determination of the Cash Amount, such Post-Closing Statement the Indebtedness Payoff Amount and/or the Net Working Capital Amount and the Final Seller Representative’s calculation of the Actual Purchase Price resulting therefrom Price. If the Seller Representative does not deliver an Objection Notice to the Buyer within forty-five (45) days after receipt of the Draft Computation, then the parties hereto will be deemed to have agreed to the Draft Computation and such computation shall be final, conclusive and binding upon the deemed to be finally determined as set forth therein. The Buyer and the Seller. The Seller and the Buyer Representative shall use reasonable efforts to resolve any disagreements as to the Post-Closing Statement Draft Computation and the Objection Notice, but if they do not obtain a final resolution within 30 forty-five (45) days after the Buyer has received the Objection Notice, the Seller Buyer and the Buyer Seller Representative shall jointly retain a mutually agreed nationally recognized “big four” McGladrey LLP, or such other accounting firm acceptable to the Buyer and the Seller Representative (the “Accounting Firm”) to resolve any remaining disagreements. The Buyer and the Seller Representative shall direct the Accounting Firm to render a determination within 30 thirty (30) days of after its retention, retention and the Buyer, the Seller Representative and their respective employees or agents shall cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may consider only those items and amounts in the Post-Closing Statement set forth in the Draft Computation or Objection Notice which the Buyer and the Seller Representative are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. In resolving any disputed item, the Accounting Firm will act as an expert and not as an arbitrator in conducting its analysis, and 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 Firm’s determination shall be based solely on written submissions by the Buyer and the Seller Representative (i.e., not on independent review) and on the definitions included herein. The determination of the Accounting Firm shall be conclusive and binding upon the Buyer, the Company Buyer and the SellerSellers. The cost costs and expenses of the resolution of the disputed items by the Accounting Firm shall be equitably borne (i) by the Sellers (on a pro rata basis as allocated by the Accounting Firm based Seller Representative) if the objections raised in the Objection Notice are resolved in favor of the Buyer, or (ii) by the Buyer if the objections raised in the Objection Notice are resolved in favor of the Sellers. If the objections raised in the Objection Notice are resolved in part in favor of the Sellers and part in favor of the Buyer, such costs and expenses shall be shared by the Buyer, on the accuracy one hand, and the Sellers (on a pro rata basis as allocated by the Seller Representative), on the other hand, in proportion to the aggregate dollar amount of such objections resolved in favor of the Parties’ positions relative Sellers compared to the final determination by aggregate dollar amount of such objections resolved in favor of the Accounting FirmBuyer.

Post-Closing Determination. (a) Within sixty (60) days following the Closing Date, the Buyer shall cause to be prepared and delivered to the Seller a statement (the “Post-Closing Statement”), which shall include later of (i) a consolidated balance sheet of the Company and its Subsidiaries as of the close of business on ninety (90) calendar days after the Closing Date (the “Closing Date Balance Sheet”)and, including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b)if applicable, the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as within five (5) Business Days of the close final determination of business on the Closing Date (as determined Specified SAR Liability pursuant to the applicable award agreement referred to in Section 1.03(b)1.1(b) of the Disclosure Schedule, Parent shall prepare and deliver to the “Final Net Working Capital”)Equityholder Representative good faith determinations and reasonably detailed computations of the Adjustment Items, in each case, prepared calculated in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the their respective definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided thatand, to the extent there applicable, the Accounting Principles. From the date of delivery of such computations by Parent until the Adjustment Items are one or more line items contained in the Financial Statements that are not reflected in Annex A heretofinally determined pursuant to this Section 2.7(b), such line item Parent shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer will make available to the Seller Equityholder Representative, at reasonable times during normal business hours and its auditors and representatives with reasonable advance notice, all records and records, work papers and appropriate personnel used in preparing the Post-Closing Statement andcomputations of the Adjustment Items or necessary to understand a component of the computation thereof, upon reasonable prior noticein each case solely for purposes of Equityholder Representative's review of Parent's computations of the Adjustment Items. If the Equityholder Representative disagrees with the computation of the Adjustment Items as calculated by Parent, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the SellerEquityholder Representative may, within 30 thirty (30) calendar days after receipt of the Post-Closing Statement, gives the Buyer a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared calculations in accordance with this Section 1.03(a2.7(b), deliver a notice (an "Objection Notice") hereof or that there were mathematical errors on behalf of the Equityholders to Parent providing reasonable detail of the reasons for such disagreement and setting forth the Equityholder Representative's calculation of the Adjustment Items in determining dispute to the extent then known. The Objection Notice shall specify all Adjustment Items and amounts set forth in thereof as to which the Post-Closing Statement) Equityholder Representative disagrees, and the amount in dispute (an “Objection Notice”)Equityholder Representative, on behalf of the Equityholders, shall be deemed to have agreed with all other Adjustment Items and amounts thereof as determined by Parent and such Post-Closing Statement Adjustment Items and the Final Purchase Price resulting therefrom amounts shall be deemed to be finally determined and shall be final, conclusive and binding upon on the Buyer parties hereto and the SellerEquityholders. The Seller If the Equityholder Representative does not deliver an Objection Notice within such thirty (30) calendar day period, then the Adjustment Items as determined by Parent shall be deemed to be finally determined and shall be final, conclusive and binding on the parties hereto and the Buyer Equityholders. If the Equityholder Representative delivers an Objection Notice to Parent within such thirty (30) calendar day period, the Equityholder Representative and Parent shall use their respective commercially reasonable efforts and shall reasonably cooperate in good faith to resolve any disagreements disagreement as to the Post-Closing Statement and computation of the Objection NoticeAdjustment Items in dispute as soon as practicable, but if they do cannot obtain reach a final resolution within 30 thirty (30) calendar days after the Buyer Parent has received the Objection Notice, the Seller Parent and the Buyer shall Equityholder Representative on behalf of the Equityholders shall, at the election of either party, jointly retain RSM US LLP or, if agreed to by Parent and the Equityholder Representative, a mutually agreed nationally recognized “big four” accounting firm of comparable stature acceptable to both the Equityholder Representative and Parent (the “"Accounting Firm”) to resolve any remaining disagreements"). The Buyer Parent and the Seller Equityholder Representative shall direct the Accounting Firm to render a determination within 30 thirty (30) calendar days of after its retention, retention and Parent and the Buyer, the Seller Equityholder Representative and their respective employees or agents shall reasonably cooperate with, and provide reasonable access to all relevant records and work papers to, in good faith with the Accounting Firm during its engagement. The Accounting Firm may shall consider only those items and amounts in the Post-Closing Statement set forth in the Objection Notice which the Buyer that Parent and the Seller Equityholder Representative are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. 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. In rendering its determination, the Accounting Firm shall act as an expert and not as an arbitrator. The Accounting Firm's determination shall be based solely on (i) the definitions of the Adjustment Items set forth in this Agreement, (ii) the Accounting Principles and (iii) written materials submitted by the Equityholder Representative and Parent (or by in-person telephonic conferences if mutually agreed by Parent, the Equityholder Representative and the Accounting Firm) and not by independent review. The determination of the disputed Adjustment Items by the Accounting Firm shall be conclusive and binding upon the Buyer, the Company parties hereto and the SellerEquityholders. The cost Parent, on the one hand, and the Equityholder Representative, on the other hand, shall bear the costs and expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy percentage which the portion of the Parties’ positions relative contested amount not awarded to each party bears to the final determination amount actually contested by or on behalf of such party, as determined by the Accounting Firm. By way of example and not by way of limitation, if the Equityholder Representative seeks a $700,000 aggregate upward adjustment pursuant to this Section 2.7(b) and the Accounting Firm determines that there shall be a $400,000 upward adjustment thereto, then the Equityholder Representative shall be responsible for three-sevenths (3/7th) of the fees and expenses and Parent shall be responsible for four-sevenths (4/7th) of the fees and expenses. The Adjustment Items as finally determined pursuant to this Section 2.7(b), are referred to herein as the "Final Company Cash and Cash Equivalents," "Final Tax Benefit Amount," "Final Company Working Capital," "Final Company Fees and Expenses," "Final Indebtedness for Borrowed Money" and "Final Income Taxes," respectively.

Post-Closing Determination. As promptly as possible following the Closing, but in any event within ninety (a) Within sixty (6090) days following after the Closing Date, the Buyer shall cause to be prepared prepare and delivered deliver to the Seller a reasonably detailed statement (the “Post-Closing Statement”), which shall include setting forth (i) a consolidated balance sheet the Buyer’s good faith determinations of the Company and its Subsidiaries as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b)Amount, the “Final Closing Date Cash and Cash Equivalents”)Seller Transaction Expenses, the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), Amount and the Company Closing Costs (as determined pursuant to Section 1.03(b)Net Working Capital Amount, the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date Purchase Price (as determined pursuant to Section 1.03(b)collectively, the “Final Net Working CapitalDraft Computation”). If the Buyer does not deliver the Draft Computation to the Seller within ninety (90) days after the Closing Date, in then at the election of the Seller, the Seller may (i) deliver the Draft Computation to the Buyer within forty-five (45) days following the expiration of the initial ninety (90) day period or (ii) deem the Estimated Purchase Price and the components of such Estimated Purchase Price to be the Purchase Price and the components of such Purchase Price hereunder. The party which delivers the Draft Computation is referred to herein as the “Delivering Party.” The Draft Computation, and each caseof the elements thereof, shall be prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto Accounting Principles and the terms of definitions within this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) Agreement. The Buyer will make available to the Seller and its auditors and representatives advisors all personnel, advisors, records and work papers used in preparing or otherwise related to the Post-Closing Statement andDraft Computation. If the Seller or the Buyer, upon reasonable prior noticeas applicable (the “Receiving Party”), objects to any aspect of the Draft Computation, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the SellerReceiving Party may, within 30 45 days after receipt of the Post-Closing StatementDraft Computation, gives the Buyer deliver a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) and the amount in dispute (an “Objection Notice”)) to the Delivering Party setting forth the Receiving Party’s determination of the Cash Amount, such Postthe Indebtedness Amount, the Seller Transaction Expenses and/or the Net Working Capital Amount and Receiving Party’s calculation of the Purchase Price. Any Objection Notice shall (i) specify in reasonable detail the nature of any disagreement so asserted and (ii) only include disagreements based on mathematical errors or based on the Cash Amount, the Indebtedness Amount, the Seller Transaction Expenses or the Net Working Capital Amount and Receiving Party’s calculation of the Purchase Price or the resulting calculation of the Purchase Price not being calculated in accordance with this Agreement. If the Receiving Party does not deliver an Objection Notice to the Delivering Party within forty-Closing Statement five (45) days after receipt of the Draft Computation, then the parties hereto will be deemed to have agreed to the Draft Computation and the Final Purchase Price resulting therefrom components of such Draft Computation shall be final, conclusive deemed to be finally determined as set forth therein and be final and binding upon the Buyer and Seller. The Buyer and the Seller. The Seller and the Buyer shall use reasonable efforts to resolve any disagreements as to the Post-Closing Statement Draft Computation and the Objection Notice, but if they do not obtain a final resolution within 30 sixty (60) days after the Buyer Receiving Party has received the Objection Notice, the Seller Buyer and the Buyer Seller shall jointly retain a mutually agreed nationally recognized “big four” accounting firm Gxxxx Xxxxxxxx LLP (the “Accounting Firm”) to resolve any remaining disagreements. The Buyer and the Seller shall direct the Accounting Firm to render a determination within 30 thirty (30) days of after its retention, retention and the Buyer, the Seller and their respective employees or agents shall cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may consider only those items and amounts in the Post-Closing Statement set forth in the Draft Computation or Objection Notice which the Buyer and the Seller are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. 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 Firm’s determination shall be based solely on written submissions or oral presentations by the Buyer and the Seller (i.e., not on independent review) and on the definitions included herein. The determination of the Accounting Firm shall be final, conclusive and binding upon the Buyer and the Seller and enforceable as an arbitration award in any court of competent jurisdiction under the terms of the Federal Arbitration Act or its state Law equivalents. Until the Firm makes its determination, the costs and expenses of the Firm shall be borne equally by the Buyer, on the Company one hand, and the Seller. The cost , on the other hand; provided that, when the Firm makes its determination, the costs and expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated between the Seller, on the one hand, and the Buyer, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. For example, if the Seller claims the Net Working Capital Amount is $1,000 greater than the amount determined by the Accounting Firm based on Buyer, and the accuracy Buyer contests only $500 of the Parties’ positions relative amount claimed by the Seller, and if the Firm ultimately resolves the dispute by awarding the Seller $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the final determination by Buyer and 40% (i.e., 200 ÷ 500) to the Accounting FirmSeller.

Post-Closing Determination. As promptly as possible following the Closing Date, but in any event within ninety (a) Within sixty (6090) days following after the Closing Date, the Buyer shall cause to be prepared prepare and delivered deliver to the Seller a reasonably detailed statement (the “Post-Closing Statement”), which shall include setting forth (i) a consolidated balance sheet the Buyer’s good faith determinations of the Company and its Subsidiaries as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b)Amount, the “Final Closing Date Cash and Cash Equivalents”)Net Working Capital Amount, the Closing Date Indebtedness (as determined pursuant to Section 1.03(b)Amount, the “Final Closing Date Indebtedness”)Seller Transaction Expenses, the Target Cash Amount and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) Retained Earnings and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date Purchase Price (as determined pursuant to Section 1.03(b)collectively, the “Final Net Working CapitalDraft Computation”), in each case, . The Draft Computation shall be prepared in accordance with GAAP applied the Parent Accounting Principles and in a manner form and format consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Sample Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) Statement. The Buyer will make available to the Seller and its auditors and representatives all records and work papers advisors reasonable supporting underlying documentation used in preparing the Post-Closing Statement andpreparation of the Draft Computation (including work papers, upon reasonable prior noticesubject to the execution of customary access letters). If the Seller disagrees with any aspect of the Draft Computation, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the Sellermay, within 30 thirty (30) days after receipt of the Post-Closing StatementDraft Computation, gives the Buyer deliver a written reasonably detailed notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) and the amount in dispute (an “Objection Notice”)) to the Buyer setting forth the Seller’s determination of the Cash Amount, such Post-Closing Statement Net Working Capital Amount, the Indebtedness Amount, the Seller Transaction Expenses, the Target Cash Amount and the Final Retained Earnings, and the Seller’s calculation of the Purchase Price resulting therefrom Price. If the Seller does not deliver an Objection Notice to the Buyer within thirty (30) days after receipt of the Draft Computation, then the parties hereto will be deemed to have agreed to the Draft Computation and the components of such Draft Computation shall be final, conclusive and binding upon the deemed to be finally determined as set forth therein. The Buyer and the Seller. The Seller and the Buyer shall use commercially reasonable efforts to resolve any disagreements as to the Post-Closing Statement Draft Computation and the Objection Notice, but if they do not obtain a final resolution within 30 thirty (30) days after the Buyer has received the Objection Notice, the Seller Buyer and the Buyer Seller shall jointly retain a Xxxxx Xxxxxxxx LLP or another nationally recognized accounting firm mutually agreed nationally recognized “big four” accounting firm to by the parties (the “Accounting Firm”) to resolve any remaining disagreements. The Buyer and the Seller shall direct the Accounting Firm to render a determination within 30 thirty (30) days of after its retention, and the Buyer, the Seller and their respective employees or agents shall cooperate with, and provide reasonable access to all relevant records and work papers to, in good faith with the Accounting Firm during its engagement. The Accounting Firm may consider only those items and amounts in the Post-Closing Statement set forth in the Draft Computation or Objection Notice which the Buyer and the Seller are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof resolve and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, shall act as an expert and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of as an independent review) and on the definitions included hereinarbiter. 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 Firm’s determination shall be based solely on written submissions or oral presentations (provided that there shall be no ex parte communications) by the Buyer and the Seller (i.e., not on independent review) and on the definitions included herein. The Seller and the Buyer shall give each other copies of any written submissions at the same time as they are submitted to the Firm. The determination of the Accounting Firm shall be conclusive and binding upon the Buyer, the Company Buyer and the Seller. The cost Until the Firm makes its determination, the costs and expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated borne equally by the Accounting Firm based Buyer, on the accuracy one hand, and the Seller, on the other hand; provided that, when the Firm makes its determination, the costs and expenses of the Parties’ positions relative Firm shall be allocated between the Seller, on the one hand, and the Buyer, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the final determination amount actually contested by such party. For example, if the Seller claims the Net Working Capital Amount is $1,000 greater than the amount determined by the Accounting FirmBuyer, and the Buyer contests only $500 of the amount claimed by the Seller, and if the Firm ultimately resolves the dispute by awarding the Seller $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Buyer and 40% (i.e., 200 ÷ 500) to the Seller.

Post-Closing Determination. (a) Within sixty (60) calendar days following after the Closing Date, the Buyer shall cause prepare and deliver to be prepared and delivered to the Seller Sellers a statement (the “Post-Closing Statement”), which shall include (i) a consolidated balance sheet for each of the Company and its Fastener Subsidiaries as of the close of business on the Closing Date (the each a “Closing Date Balance Sheet”), including the a computation of Cash and Cash Equivalents and the Working Capital of each of the Fastener Subsidiaries based upon each Closing Balance Sheet in a manner consistent with (as determined pursuant to Section 1.03(b), i) the “Final Closing Date definitions of Cash and Cash Equivalents”)Equivalents and Working Capital of each of the Fastener Subsidiaries set forth herein, the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were assumptions used in preparing each Base Balance Sheet (see Section 4.7(a)). After the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as delivery by Buyer of the close of business on calculations described in this Section 2.3(b) until the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the final determination of Net Working Capitalsuch amounts pursuant to this Section 2.3(b), Annex A shall prevail. (b) The Buyer will make available to the Seller Sellers, during normal business hours and its auditors and representatives upon reasonable advance notice, all records and work papers used by Buyer or its agents in preparing the Post-each Closing Statement andBalance Sheet, upon reasonable prior notice, the Seller shall be entitled to discuss such records and work papers with the Buyer its computation of Cash and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants Cash Equivalents and Working Capital of each of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior Fastener Subsidiaries pursuant to receiving such information. (c) Unless the Sellerthis Section 2.3(b). Sellers may, within 30 thirty (30) calendar days after receipt of the Post-both Closing StatementBalance Sheets, gives the Buyer deliver a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) and the amount in dispute (an “Objection Notice”)) to Buyer setting forth in reasonable detail Sellers’ calculation of the Cash and Cash Equivalents and Working Capital of each of the Fastener Subsidiaries as of the Closing Date. If Sellers do not deliver an Objection Notice within such thirty (30) calendar day period, such Post-then Buyer’s calculations of Cash and Cash Equivalents and Working Capital of each of Fastener Subsidiaries based upon each Closing Statement Balance Sheet shall be deemed to be the Actual Closing Cash and Cash Equivalents and the Final Purchase Price resulting therefrom shall be finalActual Closing Working Capital of each of the Fastener Subsidiaries (as defined below). If Sellers deliver an Objection Notice to Buyer, conclusive and binding upon the then Buyer and the Seller. The Seller and the Buyer shall Sellers will use commercially reasonable efforts to resolve any disagreements disagreement as to the Post-computation of Cash and Cash Equivalents and Working Capital of each of the Fastener Subsidiaries as of the Closing Statement and the Objection NoticeDate as soon as practicable, but if they do cannot obtain reach a final resolution within 30 thirty (30) calendar days after the Buyer has received the Objection Notice, the Seller Buyer and the Buyer shall Sellers will jointly retain a mutually agreed nationally an internationally recognized “big four” accounting firm acceptable to both Buyer and Sellers (the “Accounting Firm”) to resolve any remaining disagreements). The Buyer and the Seller shall Sellers will direct the Accounting Firm to render a determination within 30 thirty (30) calendar days of its retention, retention and the Buyer, the Seller Buyer and Sellers and their respective employees or agents shall will cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may will consider only those items and amounts in the Post-Closing Statement set forth in the Objection Notice which the that Buyer and the Seller Sellers are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. 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. In rendering its determination, the Accounting Firm shall act as an expert in GAAP and not as an arbitrator. The Accounting Firm’s determination will be based on such review as the Accounting Firm deems necessary to make its determination, the definitions Cash and Cash Equivalents and Working Capital of each of the Fastener Subsidiaries set forth in this Agreement and the methodologies, practices and assumptions used in preparing each Base Balance Sheet (see Section 4.7(a)). The determination of Cash and Cash Equivalents and Working Capital of each of the Fastener Subsidiaries as of the Closing Date by the Accounting Firm shall be conclusive and binding upon Buyer and Sellers. Buyer and Sellers shall bear the Buyer, the Company costs and the Seller. The cost expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy of the Parties’ positions relative to the final determination by the Accounting Firm.the

Post-Closing Determination. (a) Within sixty (60) calendar days following after the Closing Date, Buyer, or its designee, will conduct a review of the Buyer shall cause to be prepared and delivered to Working Capital Amount as of the Seller a statement Closing Date (the “Post-Closing StatementDate Working Capital Amount”), which shall include (i) and will prepare and deliver to the Seller’s Representative a consolidated balance sheet of the Company and its Subsidiaries as of the close of business 12:00:01 a.m. on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), together with a computation of the Closing Date Indebtedness Working Capital Amount and the Adjusted Closing Date Working Capital Amount (as determined pursuant to Section 1.03(bdefined below), the “Final . The Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, Balance Sheet shall be prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing preparation of the same methodologies, practices and policies as were used balance sheet contained in the Financial Statements and unaudited management reports for Seller as of March 31, 2010. The Closing Date Working Capital Amount shall be adjusted to: (i) (x) add the amount of any net increase in net fixed assets (including notes receivables of shareholders as set forth in on Annex A hereto and in accordance with the definition A) of Cash and Cash EquivalentsSeller from March 31, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard 2010 to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, or (y) subtract the amount of any net decrease in net fixed assets (including notes receivables of shareholders as set forth on Annex A) of Seller from March 31, 2010 to the extent there are one or more line items contained in Closing Date, and (ii) (x) add the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event amount of any discrepancy between Annex A hereto and the terms net decrease in long term Indebtedness of this Agreement relating Seller from March 31, 2010 to the determination Closing Date or (y) subtract the amount of Net any net increase in long term Indebtedness of Seller from March 31, 2010 to the Closing Date (as so adjusted, (the “Adjusted Closing Date Working Capital, Annex A shall prevail. (b) The Capital Amount”). Seller and Buyer will make available to the Seller and its auditors and representatives Seller’s Representative all information, data, records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior notice, Date Balance Sheet and calculating the Seller shall be entitled to discuss working capital adjustment hereunder and such other records and work papers as are necessary for the Seller’s Representative to review the calculations and to resolve any disputed related thereto, including without limitation access to (and the ability to make copies of) the books and records of Seller. Buyer further agrees to make its personnel and accountants available to explain any information, data, records and work papers used in preparing the Closing Date Balance Sheet and calculating the working capital adjustment hereunder. If the Seller’s Representative disagrees with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants computation of the Buyer are requestedAdjusted Closing Date Working Capital Amount or the items reflected on the Closing Date Balance Sheet, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the Seller’s Representative may, within 30 thirty (30) calendar days after receipt of the Post-Closing StatementDate Balance Sheet, gives the Buyer deliver a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) and the amount in dispute (an a “Working Capital Objection Notice”), such Post-) to Buyer identifying with reasonable specificity those items of the Closing Statement Date Balance Sheet prepared by Buyer to which the Seller’s Representative is objecting and the Final Purchase Price resulting therefrom amounts with respect thereto that the Seller’s Representative asserts to be the correct amounts and setting forth the Seller’s Representative’s calculation of the Adjusted Closing Date Working Capital Amount. If the Seller’s Representative does not deliver a Working Capital Objection Notice within such thirty (30) calendar day period, then the Adjusted Closing Date Working Capital Amount shall be final, conclusive and binding upon deemed to be finally determined as the Buyer and amount calculated by Buyer. If the Seller. The Seller ’s Representative timely delivers a Working Capital Objection Notice to Buyer, the Seller’s Representative and the Buyer shall will use reasonable efforts to resolve any disagreements disagreement as to the Post-computation of the Adjusted Closing Statement and the Objection NoticeDate Working Capital Amount as soon as practicable, but if they do cannot obtain reach a final resolution within 30 thirty (30) calendar days after the Buyer has received the Working Capital Objection Notice, the Seller Buyer and the Buyer shall Seller’s Representative will jointly retain a mutually agreed nationally recognized “big four” agreeable independent accounting firm of recognized national standing (the “Accounting Working Capital Firm”) to resolve any remaining disagreementstheir disagreement. The If Buyer and the Seller shall Seller’s Representative are unable to agree on the choice of the Working Capital Firm, then the Working Capital Firm will be an independent accounting firm of recognized national standing selected by lot (after excluding one firm designated by Buyer and one firm designated by the Seller’s Representative). Buyer and the Seller’s Representative will direct the Accounting Working Capital Firm to render a determination within 30 as promptly as practicable but in no event later than forty-five (45) calendar days of its retention, . Buyer and the Buyer, the Seller Seller’s Representative and their respective employees or agents shall will cooperate withfully with the Working Capital Firm during its engagement to facilitate its resolution of the remaining disputes, and provide reasonable access to all relevant records including by providing the information, data, records, and work papers toused by each party to calculate the adjustment amount due and the remaining disputes, the Accounting Firm during and making its engagementpersonnel and accountants available to explain any such information, data, records, or work papers. The Accounting Working Capital Firm may will consider only those items and amounts in the Post-Closing Statement Date Balance Sheet set forth in the Working Capital Objection Notice which the Buyer and the Seller Seller’s Representative are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. In resolving any disputed item, the Accounting Working Capital 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 Working Capital Firm’s determination will be based on such review as the Working Capital Firm deems necessary to make its determination, and on the definition of the Adjusted Closing Date Working Capital Amount included herein. The determination of the Accounting Adjusted Closing Date Working Capital Amount by the Working Capital Firm shall will be conclusive and binding upon the Buyer, the Company Seller’s Representative and Seller, in the Sellerabsence of fraud or manifest error. The cost Each of the resolution parties shall bear its own costs and expenses in connection with the work of the disputed items by Working Capital Firm. Buyer, on the Accounting Firm one hand, and Seller, on the other hand, shall be equitably allocated by bear the Accounting costs and expenses of the Working Capital Firm based on the accuracy percentage which the portion of the Parties’ positions relative contested amount not awarded to each party bears to the final determination amount actually contested by or on behalf of such party. The Adjusted Closing Date Working Capital Amount, as finally determined pursuant to this Section 1.6(b), is referred to herein as the Accounting Firm“Actual Closing Date Working Capital Amount.”

Post-Closing Determination. As promptly as practicable, but in no -------------------------- event later than ninety (a) Within sixty (6090) days following after the Closing Date, the Buyer shall cause to be prepared Sellers and delivered to their auditors will conduct a review of the Seller Businesses and prepare a statement (the “Post-Closing Statement”), which shall include (i) a combined and consolidated balance sheet with respect thereto (the "Closing Balance Sheet") --------------------- and a determination of the Company Net Asset Value, the Deduction Amount, the Tax Amount and its Subsidiaries the Net Income Amount, each as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), day before the Closing Date Indebtedness (as determined pursuant and, at their expense, will prepare and deliver to Section 1.03(b)the Purchaser, a computation of the Net Asset Value, the “Final Closing Date Indebtedness”)Deduction Amount, the Tax Amount and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital Income Amount as of the close of business on the day before the Closing Date (as determined pursuant to Section 1.03(bthe "Draft Computations"). The Purchaser will pay, or ------------------ reimburse the Sellers for, the “Final Net Working Capital”), reasonable expenses of Xxxxxx Xxxxxxxx incurred by the Sellers in each case, prepared in accordance with GAAP applied in a manner consistent connection with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as preparation of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto Balance Sheet. The Sellers and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer their auditors will make available to the Seller Purchaser and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior noticeDraft Computations. If the Purchaser disagrees with the Sellers' determination of the Net Asset Value, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requestedDeduction Amount, the Seller Tax Amount and/or the Net Income Amount reflected in the Draft Computations, the Purchaser shall execute and deliver any customary non-reliance letters as may be requested by notify Xxxxx Xxxxxxxx (the "Current Owner Representative") in writing of such accountants prior to receiving disagreement (such information. (c) Unless the Seller, within 30 days after receipt of the Post-Closing Statement, gives the Buyer a written ---------------------------- notice objecting thereto and specifying setting forth the basis for each such objection disagreement in reasonable detail) within thirty (30) days after the only basis for each Sellers' delivery of the Draft Computations to the Purchaser. The Current Owner Representative and the Purchaser thereafter shall negotiate in good faith to resolve any such objection disagreements. If there is an amount as to which the Current Owner Representative and the Purchaser are able to agree, such amount shall be either that paid to the Post-Closing Statement was not prepared in accordance with appropriate party pursuant to Section 1.03(a------- 1.03 (d) hereof or that there were mathematical errors in determining below. If the amounts set forth in the Post-Closing Statement) Current Owner Representative and the amount in dispute (an “Objection Notice”), such Post-Closing Statement and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer and the Seller. The Seller and the Buyer shall use reasonable efforts Purchaser are -------- unable to resolve any disagreements as to the Post-Closing Statement and the Objection Notice, but if they do not obtain a final resolution about remaining amounts within 30 thirty (30) days after the Buyer has received Purchaser's delivery of his notice of disagreement to the Objection NoticeCurrent Owner Representative, the Seller Current Owner Representative and the Buyer Purchaser shall jointly retain submit the dispute to a mutually agreed nationally recognized “big four” "Big Five" public accounting firm (or any of their -------- respective successors) (the “Accounting Firm”"Auditor") to resolve any remaining disagreements. The Buyer for resolution; provided that if the ------- -------- Current Owner Representative and the Seller shall direct the Accounting Firm to render a determination within 30 days of its retention, and the Buyer, the Seller and their respective employees or agents shall cooperate with, and provide reasonable access to all relevant records and work papers to, the Accounting Firm during its engagement. The Accounting Firm may consider only those items and amounts in the Post-Closing Statement set forth in the Objection Notice which the Buyer and the Seller Purchaser are unable to resolveagree upon an Auditor, the Auditor shall be a "Big Five" public accounting firm (or any of -------- their respective successors) selected by lot (after the Current Owner Representative and the Purchaser each exclude one such accounting firm). The scope selection of the disputes to Auditor shall be resolved conclusive, final, binding and non-appealable by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. 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 determination of the Accounting Firm shall be conclusive and binding upon the Buyer, the Company and the Seller. The cost of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy of the Parties’ positions relative to the final determination by the Accounting Firm.

Post-Closing Determination. (aA) Within sixty (60) days following The Aggregate Merger Consideration will be finally determined based upon an audit of the Closing Balance Sheet certified by Auditors, such audit being conducted and the Closing Balance Sheet being prepared at Transmation's expense. Transmation will prepare the Closing Balance Sheet based upon the assets and liabilities of Metermaster on the Closing Date, and the Buyer shall cause to be prepared Party Shareholders will cooperate fully and delivered promptly with Transmation and Auditors to the Seller a statement (the “Post-Closing Statement”), which shall include (i) a consolidated balance sheet of the Company and its Subsidiaries as of the close of business on end that the Closing Date (Balance Sheet will be in accordance with the “Closing Date Balance Sheet”)books of account and records of Metermaster, including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, will be prepared in accordance with GAAP applied in a manner and Metermaster's past practices consistent with the Historical Financial Statements Statements, will present fairly and utilizing accurately Metermaster's financial position as of the same methodologiesClosing Date, practices and policies will show all assets and liabilities existing as were used in of the Financial Statements Closing Date and as set forth in Annex A hereto and required to be disclosed in accordance with the definition of Cash and Cash EquivalentsGAAP, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as including Metermaster's ratable percentage of the close cost of business on providing benefits under all Employee Plans through the Closing Date; provided that. The Closing Balance Sheet will be examined by Auditors in accordance with generally accepted auditing standards, and will include such tests of the accounting records, observation of the taking of physical inventories and other auditing procedures as prudent accountants would consider necessary in the circumstances. At the Record Holders' expense, representatives of the Record Holders and, at Transmation's expense, PricewaterhouseCoopers LLP, the certified public accountants regularly retained by Transmation, may observe the taking of physical inventories and the auditing process and procedures conducted by Auditors and examine the work papers of Auditors developed in connection with such audit. Transmation will deliver the Closing Balance Sheet to the extent there are one or more line items contained in Shareholders' Representative within 45 days after the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevailClosing Date. (bB) The Buyer Closing Balance Sheet will make available be finally determined as provided by this Section 2.3(b) (whereupon all references herein to the Seller and its auditors and representatives all records and work papers used in preparing "Closing Balance Sheet" will mean the Post-Closing Statement and, upon reasonable prior notice, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters same as may be requested by such accountants prior to receiving such information. (c) Unless the Seller, within so finally determined). Within 30 days after receipt of the PostClosing Balance Sheet, the Shareholders' Representative will deliver the Record Holders' written objections thereto (if any) to Transmation, and Transmation will deliver its written objections thereto (if any) to the Shareholders' Representative. To the extent that both the Shareholders' Representative and Transmation fail to deliver any such objections within such 30-day period, the Closing StatementBalance Sheet (or such undisputed item(s) thereof) will be final and binding upon all parties (including the Record Holders) for all purposes. If the Shareholders' Representative or Transmation so delivers any such objection, gives Transmation and the Buyer a written notice objecting thereto Shareholders' Representative will use their respective best efforts to resolve such dispute(s) promptly by mutual agreement, and specifying any such mutually agreed resolution will be final and binding upon all parties (including the basis Record Holders) for all purposes. Failing mutually agreed resolution of any such dispute(s) within ten days of delivery of any such objection, the Shareholders Representative and Transmation will then each have the right to require that such objection (dispute(s) be submitted to the only basis Rochester, New York office of Arthxx Xxxexxxx XXX for each such objection shall be either that the Post-Closing Statement was not prepared computation or verification in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) provisions of this Agreement. Such firm's resolution of such dispute(s), which will be delivered to Transmation and the amount in dispute (an “Objection Notice”), such Post-Closing Statement and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer and the Seller. The Seller and the Buyer shall use reasonable efforts to resolve any disagreements as to the Post-Closing Statement and the Objection Notice, but if they do not obtain a final resolution Shareholders' Representative within 30 days after submission to such firm, will be final and binding upon all parties (including the Buyer has received Record Holders) for all purposes, and such firm's fees and expenses therefor will be borne by the Objection Noticenon-prevailing parties or, in the event that all parties prevail on some of the issues in dispute, will be shared proportionately, as determined by such firm. The Closing Balance Sheet, as so finally determined, will be annexed hereto subsequent to the Closing Date as SCHEDULE 2.3. (C) Upon final determination of the Closing Balance Sheet as provided by Section 2.3(b), the Seller and Aggregate Merger Consideration will be determined by either (i) subtracting from the Buyer shall jointly retain a mutually agreed nationally recognized “big four” accounting firm Estimated Aggregate Merger Consideration the amount by which the total stockholders' equity shown on the Closing Balance Sheet is less than $(730,748), or (ii) adding to the “Accounting Firm”Estimated Aggregate Merger Consideration the amount, not exceeding $100,000, by which the total stockholders' equity shown on the Closing Balance Sheet is greater than $(730,748) to resolve any remaining disagreements. The Buyer and (in either case, the Seller shall "ADJUSTMENT AMOUNT"). (D) If the Aggregate Merger Consideration, determined as provided by Section 2.3(c), is less than the Estimated Aggregate Merger Consideration, then within ten days after such final determination, Transmation will direct the Accounting Firm Escrow Agent to: (I) pay out of the Short-Term Escrow Account to render a determination within 30 days Transmation the Adjustment Amount, together with all interest accruing thereon pursuant to the Escrow Agreement; and (II) either: (A) if the amount of its retention, principal and the Buyer, the Seller and their respective employees or agents shall cooperate with, and provide reasonable access to all relevant records and work papers to, the Accounting Firm during its engagement. The Accounting Firm may consider only those items and amounts interest then in the PostShort-Closing Statement set forth Term Escrow Account exceeds the Adjustment Amount, then: (1) transfer from the Short-Term Escrow Account to the Lease Escrow Account the amount of such balance up to $150,000; and (2) pay out to the Record Holders the amount (if any) of the balance remaining in the Objection Notice which Short-Term Escrow Account after such transfer; or (B) if the Buyer Adjustment Amount exceeds the amount of principal and interest then in the Seller are unable to resolve. The scope Short-Term Escrow Account, then: (1) pay out of the disputes Long-Term Escrow Account to be resolved Transmation the amount of such excess, together with all interest accruing thereon pursuant to the Escrow Agreement; and (2) transfer from the Long-Term Escrow Account to the Lease Escrow Account an amount up to $150,000. (E) If the Aggregate Merger Consideration, determined as provided by the Accounting Firm Section 2.3(c), is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for Estimated Aggregate Merger Consideration, then within ten days after such item claimed by either party or less than final determination, Transmation will deposit the smallest value for such item claimed by either party. The determination Adjustment Amount in the Long-Term Escrow Account and direct the Escrow Agent to: (I) transfer from the Short-Term Escrow Account to the Lease Escrow Account the amount of $150,000; and (II) pay out to the Record Holders the amount of the Accounting Firm shall be conclusive and binding upon balance remaining in the Buyer, the Company and the Seller. The cost of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy of the Parties’ positions relative to the final determination by the Accounting FirmShort-Term Escrow Account after such transfer.

Post-Closing Determination. Within forty-five (a) Within sixty (6045) days following after the Closing Date, the Buyer and its auditors shall cause to be prepared prepare and delivered deliver to the Seller a statement (the “Post-Closing Statement”), which shall include Securityholder Representative (i) a consolidated balance sheet the Buyer’s determinations of the Company and its Subsidiaries as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b)Amount, the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”)Amount, and the Company Closing Costs (as determined pursuant to Section 1.03(b)Net Working Capital Amount, the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of the Purchase Price (collectively, the “Draft Computation”). The Draft Computation shall be prepared and the Cash Amount, the Indebtedness Amount, and the Net Working Capital as of the close of business Amount shall be determined on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing consolidated basis using the same methodologiesaccounting methods, policies, principles, practices and policies procedures, with consistent classifications, judgments and estimation methodology, as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as preparation of the close of business on the Closing Date; provided thatLatest Balance Sheet or, to the extent there applicable, in accordance with any changes to such accounting methods, policies, principles, practices and procedures which are one or more line items contained documented in the Financial Statements that are not reflected in Annex A heretoCompany’s books and records prior to the Closing, such line item and shall not be considered include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Draft Computation and determining Final the Cash Amount, the Indebtedness Amount, and the Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto Capital Amount and the terms related purchase price adjustment contemplated by this Section 2.04 is to measure the amount of this Agreement relating to the determination of Cash and Indebtedness and changes in Net Working Capital, Annex A shall prevail. (b) and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Draft Computation or determining Cash, Indebtedness or Net Working Capital. The Buyer Company and its auditors will make available to the Seller Buyer and its auditors auditors, employees and representatives advisors all records and work papers used in preparing the Post-Closing Statement andEstimated Purchase Price. The Buyer and its auditors will make available to the Securityholder Representative and its auditors, upon reasonable prior notice, the Seller shall be entitled to discuss such employees and advisors all records and work papers with used in preparing the Buyer Draft Computation and those Persons responsible for the preparation thereof, provided, will prepare and deliver to the extent that any working papers or similar documents prepared by accountants Securityholder Representative a detailed analysis of the Buyer are requestedchanges behind any material variance(s) between the Buyer’s determination of the Cash Amount, the Seller shall execute Indebtedness Amount and deliver the Net Working Capital Amount, and the corresponding estimates of such amounts as determined by the Company pursuant to Section 2.01 hereof. If the Securityholder Representative disagrees with any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless aspect of the SellerDraft Computation, the Securityholder Representative may, within 30 forty-five (45) days after receipt of the Post-Closing StatementDraft Computation, gives the Buyer deliver a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) and the amount in dispute (an “Objection Notice”)) to the Buyer setting forth the Securityholder Representative’s determination of the Cash Amount, such Post-Closing Statement the Indebtedness Amount, and/or the Net Working Capital Amount and the Final Securityholder Representative’s calculation of the Purchase Price resulting therefrom Price. If the Securityholder Representative does not deliver an Objection Notice to the Buyer within forty-five (45) days after receipt of the Draft Computation, then the parties hereto will be deemed to have agreed to the Draft Computation and the components of such Draft Computation shall be final, conclusive and binding upon the deemed to be finally determined as set forth therein. The Buyer and the Seller. The Seller and the Buyer Securityholder Representative shall use reasonable efforts to resolve any disagreements as to the Post-Closing Statement Draft Computation and the Objection Notice, but if they do not obtain a final resolution within 30 forty-five (45) days after the Buyer has received the Objection Notice, the Seller Buyer and the Buyer Securityholder Representative shall jointly retain a mutually agreed nationally recognized “big four” Xxxxx Xxxxxxxx LLP or such other accounting firm acceptable to the Buyer and the Securityholder Representative (the “Accounting Firm”) to resolve any remaining disagreements. The Buyer and the Seller Securityholder Representative shall direct the Accounting Firm to render a determination within 30 thirty (30) days of after its retention, retention and the Buyer, the Seller Securityholder Representative and their respective employees or agents shall cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm will act as an expert and not as an arbitrator in conducting its analysis and may consider only those items and amounts in the Post-Closing Statement set forth in the Draft Computation or Objection Notice which the Buyer and the Seller Securityholder Representative are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. 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 Firm’s determination shall be based solely on written submissions by the Buyer and the Securityholder Representative (i.e., not on independent review) and on the definitions included herein. The determination of the Accounting Firm shall be conclusive and binding upon the Buyer, the Company Securityholder Representative and the SellerSecurityholders. The cost Until the Firm makes its determination, the costs and expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated borne equally by the Accounting Firm based Buyer, on the accuracy one hand, and the Securityholder Representative (on behalf of the Parties’ positions relative Securityholders in accordance with their respective Securityholder Allocation Percentages), on the other hand; provided, that when the Firm makes its determination, any costs and expenses (including costs and expenses previously advanced) shall be allocated between the Securityholder Representative (on behalf of the Securityholders in accordance with their respective Securityholder Allocation Percentages), on the one hand, and the Buyer, on the other hand, based upon the percentage that the portion of the contested amount not awarded to each party bears to the final determination amount actually contested by such party. For example, if the Securityholder Representative claims the Net Working Capital Amount is $1,000 greater than the amount determined by the Accounting FirmBuyer, and the Buyer contests only $500 of the amount claimed by the Securityholder Representative, and if the Firm ultimately resolves the dispute by awarding the Securityholders $300 of the $500 contested, then the costs and expenses of the Firm will be allocated 60% (i.e., 300 ÷ 500) to the Buyer and 40% (i.e., 200 ÷ 500) to the Securityholder Representative (on behalf of the Securityholders in accordance with their respective Securityholder Allocation Percentages).

Post-Closing Determination. (a) Within sixty (60) 90 days following after the Closing Date, the Buyer shall cause to be prepared prepare and delivered deliver to the Seller a statement (Representative the “Post-Closing Statement”), which shall include (i) a consolidated balance sheet Buyer’s determination of the Company and its Subsidiaries as of the close of business on the Closing Date (the “Closing Date Balance Sheet”)Merger Consideration, including the Cash and Cash Equivalents Amount, Indebtedness Amount, Net Working Capital Amount, Incentive Compensation Amount (as determined pursuant to Section 1.03(b), including the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”employer portion of any employment Taxes payable with respect thereto), and the Company Closing Costs Transaction Expenses assumed or paid by Buyer, Merger Sub, the Surviving Corporation or any Subsidiary (as determined pursuant to Section 1.03(bthe “Draft Computation”), provided that payoff letters shall conclusively establish the “Final Company Closing Costs”) Indebtedness Amount owed to such lender. The Draft Computation shall be prepared and (ii) the Buyer’s calculation of Net Working Capital as of the close of business Amount shall be determined on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing consolidated basis using the same methodologiesaccounting methods, policies, principles, practices and policies procedures, with consistent classifications, judgments and estimation methodology, as were used in preparation of the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing CostsLatest Balance Sheet, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the Transactions. The parties agree that the purpose of preparing the Draft Computation and determining the Merger Consideration, including the Net Working Capital set forth hereinAmount, without regard and the related adjustment contemplated by this Section 3.03, is to measure the transaction described herein or difference between the consummation of any financing contemplated herewith Merger Consideration and as of the close of business on the Closing Date; provided thatEstimated Merger Consideration, to the extent there are one or more line items contained in the Financial Statements that and such processes are not reflected in Annex A heretointended to permit the introduction of different judgments, such line item shall not be considered in accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Draft Computation or determining Final Net Working Capital; provided, further, that in the event of Merger Consideration or any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) component part thereof. The Buyer will make available to the Seller Representative and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement andDraft Computation, upon reasonable prior noticeand its employees and advisors. If the Representative disagrees with any aspect of the Draft Computation, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the SellerRepresentative may, within 30 60 days after receipt of the Post-Closing StatementDraft Computation, gives the Buyer deliver a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) and the amount in dispute (an “Objection Notice”)) to the Buyer setting forth the Representative’s determination of the Merger Consideration. If the Representative does not deliver an Objection Notice to the Buyer within 60 days after receipt of the Draft Computation, such Post-Closing Statement then the parties hereto will be deemed to have agreed to the Draft Computation and the Final Purchase Price resulting therefrom components of such Draft Computation shall be final, conclusive and binding upon the deemed to be finally determined as set forth therein. The Buyer and the Seller. The Seller and the Buyer Representative shall use reasonable efforts to resolve any disagreements as to the Post-Closing Statement Draft Computation and the Objection Notice, but if they do not obtain a final resolution within 30 60 days after the Buyer has received the Objection Notice, the Seller Buyer and the Buyer Representative shall jointly retain a McGladrey LLP or, if McGladrey LLP is unable or unwilling to serve in such capacity, such accounting firm as is mutually agreed nationally recognized “big four” accounting firm upon by the parties (such firm, the “Accounting Firm”) to resolve any remaining disagreements. If the parties are unable to agree on the selection of the Firm within five (5) business days after expiration of such sixty (60) day period, the Firm shall be appointed by the American Arbitration Association. The Buyer and the Seller Representative shall direct the Accounting Firm to render a determination within 30 days of after its retention, retention and the Buyer, the Seller Representative and their respective employees or agents shall cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may consider only those items and amounts in the Post-Closing Statement set forth in the Draft Computation or Objection Notice which the Buyer and the Seller Representative are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. 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 Firm’s determination shall be based solely on written submissions by the Buyer and the Representative (i.e., not on independent review) and on the definitions included herein. The determination of the Accounting Firm shall be conclusive and binding upon the Buyer, the Company Representative and the SellerHolders. The cost Until the Firm makes its determination, the costs and expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated borne equally by the Accounting Firm based Buyer, on the accuracy one hand, and the Representative (on behalf of the Parties’ positions relative Holders in accordance with their respective Allocable Share), on the other hand; provided that, when the Firm makes its determination, the costs and expenses of the Firm shall be allocated between the Representative (on behalf of the Holders in accordance with their respective Allocable Share), on the one hand, and the Buyer, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the final determination amount actually contested by such party. For example, if the Representative claims the Merger Consideration is $1,000 greater than the amount determined by the Accounting FirmBuyer, and the Buyer contests only $500 of the amount claimed by the Representative, and if the Firm ultimately resolves the dispute by awarding the Holders $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to the Buyer and 40% (i.e., 200 ÷ 500) to the Representative (on behalf of the Holders in accordance with their respective Allocable Share).

Post-Closing Determination. (a) Within sixty (60) days following On the Closing Date, the Buyer Holding and its auditors shall cause perform an inventory and such other procedures as are reasonably necessary to be prepared performed on such date in order to enable the Parties to have an accurate and delivered to complete Closing Review. Within 45 days after the Seller Closing Date, Holding and its auditors will conduct a statement review (the “Post-"Closing Statement”), which shall include (iReview") a consolidated balance sheet of the Company and its Subsidiaries Working Capital as of the close open of business on the Closing Date and will prepare and deliver to the Purchaser a computation of the amount of Working Capital (the “Closing Date "Draft Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”") and (ii) the Buyer’s calculation of Net Working Capital as of the close open of business on September 1, 1996 (the "Effective Time"). The Purchaser and its auditors will cooperate fully with Holding and its auditors, and Holding and its auditors will cooperate fully with the Purchaser and its auditors, in connection with the Closing Date Review (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth hereinincluding, without regard limitation, making all relevant information available for review and making all relevant personnel available for discussions). Holding and its auditors shall give the Purchaser and its auditors an opportunity to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on observe the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item Review and shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer will make available to the Seller and its auditors and representatives such Persons all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior notice, the Seller Draft Balance Sheet. The Purchaser shall be entitled deemed for all purposes hereof to discuss such records and work papers have agreed with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants computation of Working Capital as of the Buyer are requested, Effective Time set forth on the Seller shall execute Draft Balance Sheet (and deliver any customary non-reliance letters as may such amount will be requested by such accountants prior to receiving such information. (cconclusive and binding upon the Parties) Unless unless the SellerPurchaser, within 30 20 days after receipt of the Post-Closing StatementDraft Balance Sheet, gives delivers a notice (an "Objection Notice") to Holding setting forth the Buyer a written notice objecting thereto and specifying Purchaser's calculation of the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) disputed amount(s). Holding and the amount in dispute (an “Objection Notice”), such Post-Closing Statement and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer and the Seller. The Seller and the Buyer shall Purchaser will use reasonable efforts to resolve any disagreements as to the Post-Closing Statement and the Objection Noticesuch computations, but if they do not obtain a final resolution within 30 20 days after the Buyer Holding has received the Objection Notice, the Seller Holding and the Buyer shall Purchaser will jointly retain a mutually agreed nationally recognized “big four” an independent accounting firm of recognized national standing (the “Accounting "Firm”") to resolve any remaining disagreements. The Buyer If Holding and the Seller Purchaser are unable to agree on the choice of the Firm, the Firm will be a "big-six" accounting firm selected by lot (after excluding one firm designated by each of Holding and the Purchaser). Holding and the Purchaser shall direct the Accounting Firm to render a determination within 30 60 days of its retention, and the Buyer, the Seller Parties and their respective employees or agents shall cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may shall consider only those items and amounts in the Post-Closing Statement Draft Balance Sheet set forth in the Objection Notice which the Buyer Holding and the Seller Purchaser are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s 's determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis definition of an independent review) and on the definitions Working Capital included herein. 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 determination of the Accounting Firm shall will be conclusive and binding upon the Buyer, the Company and the SellerParties. The cost Parties shall bear the costs and expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy percentage which the portion of the Parties’ positions relative contested amount not awarded to each Party bears to the final determination amount actually contested by such Party. The amount of Working Capital as of the Accounting FirmEffective Time, as finally determined pursuant to this Section 1D, is referred to herein as "Actual Working Capital."

Post-Closing Determination. (a) Within sixty (60) 90 days following after the Closing -------------------------- Date, the Buyer shall cause to be prepared Purchaser and delivered to the Seller its auditors will conduct a statement review (the “Post-"Closing Statement”), which shall include (i------- Review") a consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b)Amount, the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), Amount and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements ------ Amount and utilizing the same methodologies, practices will prepare and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard deliver to the transaction described herein or Representative a computation of such amounts (the consummation of any financing contemplated herewith "Draft Balance Sheet"). The ------------------- Purchaser and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer its auditors will make available to the Seller Representative and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior noticeDraft Balance Sheet. If the Representative disagrees with the computation of the Cash Amount, the Seller shall be entitled to discuss such records and work papers with Indebtedness Amount or the Buyer and those Persons responsible for Net Working Capital Amount reflected on the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requestedDraft Balance Sheet, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the SellerRepresentative may, within 30 days after receipt of the Post-Closing StatementDraft Balance Sheet, gives deliver a notice (an "Objection Notice") to the Buyer a written notice objecting thereto and specifying Purchaser setting ---------------- forth the basis for each such objection (Representative's calculation of the only basis for each such objection shall be either that Cash Amount, the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) Indebtedness Amount and the amount in dispute (an “Objection Notice”), such Post-Closing Statement Net Working Capital Amount. The Purchaser and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer and the Seller. The Seller and the Buyer shall Representative will use reasonable best efforts to resolve any disagreements as to the Post-Closing Statement computation of the Cash Amount, the Indebtedness Amount and the Objection NoticeNet Working Capital Amount, but if they do not obtain a final resolution within 30 days after the Buyer Purchaser has received the Objection Notice, the Seller Purchaser and the Buyer shall Representative will jointly retain a mutually agreed nationally recognized “big four” an independent accounting firm of recognized national standing (the “Accounting Firm”"Working Capital Auditor") to resolve any remaining ----------------------- disagreements. The Buyer If the Purchaser and the Seller shall Representative are unable to agree on the choice of the Working Capital Auditor, then the Working Capital Auditor will be a "big-five" accounting firm (or a successor) selected by lot (after excluding one firm designated by the Purchaser and one firm designated by the Representative). The Purchaser and the Representative will direct the Accounting Firm Working Capital Auditor to render a determination within 30 days of its retention, retention and the BuyerPurchaser, the Seller Representative, and their respective employees or agents shall will cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm Working Capital Auditor during its engagement. The Accounting Firm may Working Capital Auditor will consider only those items and amounts in the Post-Closing Statement Draft Balance Sheet set forth in the Objection Notice which the Buyer Purchaser and the Seller Representative are unable to resolve. The scope Purchaser and the Representative shall each submit a binder to the Working Capital Auditor promptly (and in any event within 30 days after the Working Capital Auditor's engagement), which binder shall contain such Party's computation of the disputes to be resolved by Cash Amount, the Accounting Firm is limited to whether Indebtedness Amount and the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof Net Working Capital Amount and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statementinformation, arguments, and the Accounting Firm is not to make any other determinationsupport for such Party's position. The Accounting Firm’s Working Capital Auditor shall review such binders and base its determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included hereinthem. In resolving any disputed item, the Accounting Firm Working Capital Auditor 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 Working Capital Auditor's determination will be based on the definition of the Cash Amount, the Indebtedness Amount and the Net Working Capital Amount included herein. The determination of the Accounting Firm shall Working Capital Auditor will be conclusive and binding upon the Buyer, the Company Parties. The Purchaser and the Seller. The cost Representative shall bear the costs and expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm Working Capital Auditor based on the accuracy percentage which the portion of the Parties’ positions relative contested amount not awarded to each party bears to the final determination amount actually contested by such party. The Cash Amount, the Accounting Firm.Indebtedness Amount and the Net Working Capital Amount, as finally determined pursuant to this Section 2.4(a), is referred to herein as the "Actual Cash Amount," the "Actual Indebtedness Amount" and the "Actual Net ------------------ -------------------------- ---------- Working Capital Amount," respectively. ----------------------

Post-Closing Determination. (a) Within sixty (60) days following after the Closing DateDate the Company and its auditors will prepare, the Buyer shall cause to be prepared and delivered deliver to the Seller a statement (the “Post-Closing Statement”)Stockholder, which shall include (i) a consolidated an audited balance sheet of the Company and its Subsidiaries (the "Closing Balance Sheet") as of the close Closing Date which will reflect the Company's determination of business on the Working Capital as of the Closing Date and the Indebtedness Amount as of the Closing Date (the “"Draft Computation"). The Company and its auditors will make available to the Stockholder and its auditors all records and work papers necessary to accurately compute the Working Capital and Indebtedness as of the Closing Date Balance Sheet”)Date, including without limitation all records and work papers used in preparing the Cash Closing Balance Sheet and Cash Equivalents (as determined pursuant to Section 1.03(b)the Draft Computation. If the Stockholder disagrees with the computation of the Working Capital or the Indebtedness Amount reflected on the Draft Computation, the “Final Closing Date Cash and Cash Equivalents”)Stockholder may, within sixty (60) days after receipt of the Closing Date Indebtedness Draft Computation, deliver a notice (as determined pursuant an "Objection Notice") to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), setting forth the “Final Company Closing Costs”) and (ii) the Buyer’s Stockholder's calculation of Net the Working Capital as of the close of business on the day before the Closing Date (as determined pursuant to Section 1.03(b), and the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and Indebtedness Amount as of the close of business on the Closing Date; provided that, to . If the extent there are one or more line items contained in the Financial Statements that are Stockholder does not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. deliver an Objection Notice within sixty (b60) The Buyer will make available to the Seller and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior notice, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the Seller, within 30 days after receipt of the Post-Closing StatementDraft Computation, gives then the Buyer a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection Draft Computation shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) and the amount in dispute (an “Objection Notice”), such Post-Closing Statement and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer Parties. If the Stockholder has delivered to the Company an Objection Notice, the Company and the Seller. The Seller and the Buyer shall Stockholder will use reasonable efforts to resolve any disagreements as to the Post-Closing Statement computation of the Working Capital and the Objection NoticeIndebtedness Amount, but if they do not obtain a final resolution within 30 sixty (60) days after the Buyer Company has received the Objection Notice, the Seller Company and the Buyer shall Stockholder will jointly retain a mutually agreed nationally recognized “big four” an independent accounting firm of recognized national standing (the “Accounting "Firm”") to resolve any remaining disagreements. The Buyer If the Company and the Seller shall Stockholder are unable to agree on the choice of the Firm, the Firm will be a "big-five" accounting firm selected by lot (after excluding one firm designated by each of the Company and the Stockholder). The Company and the Stockholder will direct the Accounting Firm to render a determination within 30 thirty (30) days of its retention, retention and the BuyerCompany, the Seller Stockholder and their respective employees or agents shall will cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may consider only those items and amounts in the Post-Closing Statement set forth in the Objection Notice which the Buyer and the Seller are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s 's determination shall will be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions of Working Capital and Indebtedness Amount included herein. 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 determination of the Accounting Firm shall will be conclusive and binding upon the Buyer, the Parties. The Company and the Seller. The cost Stockholder shall bear the costs and expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy percentage which the portion of the Parties’ positions relative contested amount not awarded to each Party bears to the final determination amount actually contested by such Party. The amount of the Accounting FirmWorking Capital, as finally determined pursuant to this Section 1.3(b), is referred to herein as the "Actual Working Capital," and the Indebtedness Amount, as finally determined pursuant to this Section 1.3(b), is referred to herein as the "Actual Indebtedness Amount."

Post-Closing Determination. (ai) Within sixty eighty (6080) days following after the Closing Date, the Buyer shall cause to be prepared and delivered to the Seller will conduct a statement (the “Post-Closing Statement”), which shall include (i) a consolidated balance sheet review of the Company and its Subsidiaries as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the day immediately preceding the Closing Date (as determined pursuant and will prepare and deliver to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in Shareholders’ Representative a manner consistent with computation of the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition amount of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the day immediately preceding the Closing Date; provided thatDate (the “Draft Working Capital Statement”), and will deliver to the extent there are one or more line items contained in Shareholders’ Representative a certificate, signed by a senior officer of the Financial Statements that are not reflected in Annex A heretoCompany, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in setting forth the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) calculation thereof. The Buyer will will, upon request of the Shareholders’ Representative, make available to the Seller Shareholders’ Representative and its auditors and representatives his auditors, all books, records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior notice, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such informationDraft Working Capital Statement. (cii) Unless If the SellerShareholders’ Representative disagrees with the Buyer’s computation of Working Capital reflected on the Draft Working Capital Statement, the Shareholders’ Representative may, within 30 thirty (30) days after receipt of the Post-Closing Draft Working Capital Statement, gives the Buyer deliver a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) and the amount in dispute (an “Objection Notice”)) to the Buyer setting forth the Shareholders’ Representative’s disagreements in reasonable detail with respect to the calculation of the Working Capital. If the Shareholders’ Representative fails to deliver an Objection Notice by the end of such thirty (30) day period, such Post-Closing Statement the Shareholders’ Representative shall be deemed to have accepted the Buyer’s calculation of Working Capital. If an Objection Notice is delivered, the Buyer, on the one hand, and the Final Purchase Price resulting therefrom shall be finalShareholders’ Representative, conclusive and binding upon on the Buyer and the Seller. The Seller and the Buyer shall other hand, will use reasonable efforts to resolve any disagreements as to the Post-Closing Statement and the Objection Noticecomputation of Working Capital, but if they do not obtain a final resolution within 30 fifteen (15) days after the Buyer has received the Objection Notice, the Seller and either the Buyer shall jointly retain a mutually agreed nationally recognized “big four” or the Shareholders’ Representative may refer the disagreements to the accounting firm of BKD, LLP (the “Accounting Firm”) ), to resolve any remaining disagreements. The Buyer and the Seller shall Shareholders’ Representative will direct the Accounting Firm to render a determination within 30 thirty (30) days of its retention, and the Buyer, the Seller Shareholders’ Representative and their respective employees or and agents shall will cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may will consider only those items and amounts in the Post-Closing Draft Working Capital Statement set forth in the Objection Notice Notice, which the Buyer and the Seller Shareholders’ Representative are unable to resolve. The scope Buyer, on the one hand, and the Shareholders’ Representative, on the other hand, shall each submit a binder to the Firm promptly (and in any event within fifteen (15) days after the Firm’s engagement), which binder shall contain their respective computations of the disputes to be resolved by the Accounting Working Capital and information, arguments and support for their respective positions. The Firm is limited to whether the Post-Closing Statement was prepared shall review such binders and base its determination solely on them in accordance with Section 1.03(a) hereof GAAP and whether there were mathematical errors in determining accordance with the amounts definition of Working Capital set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. 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 the Buyer or the Shareholders’ Representative, or less than the smallest value for such item claimed by either partythe Buyer or the Shareholders’ Representative. The determination of by the Accounting Firm shall will be conclusive and binding upon the Buyer, the Company and the SellerShareholders. The amount of Working Capital as finally determined pursuant to this Section 1.01(c)(ii) is referred to herein as “Actual Working Capital.” (iii) The cost of the resolution determination of the disputed items by the Accounting Firm shall be equitably allocated borne one-half (1/2) by the Accounting Firm based Shareholders on the accuracy of one hand (which amount shall be paid from the Parties’ positions relative to the final determination Escrow Amount), and one-half (1/2) by the Accounting FirmBuyer on the other hand.

Post-Closing Determination. (a) Within sixty (60) 90 days following after the Closing -------------------------- Date, the Buyer shall cause to be prepared Purchaser and delivered to the Seller its auditors will conduct a statement review (the “Post-"Closing Statement”), which shall include (i------- Review") a consolidated balance sheet of the Company and its Subsidiaries Total Assets as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), day before the Closing Date Indebtedness (as determined pursuant and will prepare and deliver to Section 1.03(b), the “Final Closing Date Indebtedness”), and Seller a computation of the Company Closing Costs (as determined pursuant to Section 1.03(b), amount of the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital Total Assets as of the close of business on the day before the Closing Date (as determined pursuant to Section 1.03(bthe "Draft Balance Sheet"), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements . The Purchaser and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer its auditors will ------------------- make available to the Seller and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior noticeDraft Balance Sheet. If the Seller disagrees with the computation of the Total Assets reflected on the Draft Balance Sheet, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the Sellermay, within 30 thirty (30) days after receipt of the Post-Draft Balance Sheet, deliver a notice (an "Objection Notice") to the Purchaser setting forth the Seller's ---------------- calculation of the amount of the Total Assets as of the close of business on the day before the Closing Statement, gives the Buyer a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) Date. The Purchaser and the amount in dispute (an “Objection Notice”), such Post-Closing Statement and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer and the Seller. The Seller and the Buyer shall will use reasonable best efforts to resolve any disagreements as to the Post-Closing Statement and computation of the Objection NoticeTotal Assets, but if they do not obtain a final resolution within 30 thirty (30) days after the Buyer Purchaser has received the Objection Notice, the Seller Purchaser and the Buyer shall Seller will jointly retain a mutually agreed nationally recognized “big four” an independent accounting firm of recognized national standing (the “Accounting "Firm”") to resolve any remaining disagreements. The Buyer If the Purchaser ---- and the Seller shall are unable to agree on the choice of the Firm, then the Firm will be a so-called "big-six" accounting firm (or successor thereof) selected by lot (after excluding one firm designated by the Purchaser and one firm designated by the Seller). The Purchaser and the Seller will direct the Accounting Firm to render a determination within 30 days of its retention, retention and the BuyerPurchaser, the Seller Seller, the Stockholders and their respective employees or agents shall will cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may will consider only those items and amounts in the Post-Closing Statement Draft Balance Sheet set forth in the Objection Notice which the Buyer Purchaser and the Seller are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. 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 Firm's determination will be based solely on presentations by the Purchaser and the Seller (i.e., not on independent review), and on the definition of the Total Assets included herein. The determination of the Accounting Firm shall will be conclusive and binding upon the BuyerPurchaser, the Company Seller and the SellerStockholders. The cost Purchaser and the Seller shall bear the costs and expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy percentage which the portion of the Parties’ positions relative contested amount not awarded to each party bears to the final determination amount actually contested by such party. The amount of the Accounting FirmTotal Assets, as finally determined pursuant to this Section 2.3(b), is referred to herein as the "Actual Total Assets." -------------------

Post-Closing Determination. The Final Purchase Price shall be an amount (aas finally determined pursuant to this Section 1.01(d)) Within sixty equal to the Initial Purchase Price, plus the sum of (60i) days following the amount equal to the Final Closing Date Cash minus the Estimated Closing Date Cash and (ii) the amount equal to the Estimated Closing Date Indebtedness minus the Final Closing Date Indebtedness. (i) Following the Closing Date, the Buyer shall cause to be prepared and delivered to the Seller will conduct a statement (the “Post-Closing Statement”), which shall include (i) a consolidated balance sheet review of the Company and its Subsidiaries as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”)Closing Date Indebtedness, and within 30 days after the Closing Date, the Buyer will prepare and deliver to the Representative a statement setting forth a computation of the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Cash and Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, Indebtedness prepared in accordance with GAAP applied and the accounting practices used by the Company and its independent accountants in a manner consistent with preparing the Audited Financial Statements and utilizing (but solely to the same methodologies, extent such practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and are in accordance with GAAP) that are set forth on Exhibit A hereto but without giving effect to the definition transactions contemplated hereby (except as otherwise required by the terms of any such Indebtedness) and the financing thereof (the "Draft Statement"). Exhibit B, which is based upon the Company's balance sheet at June 30, 2006, sets forth guidance for the format of the Draft Statement and for the calculation of the Closing Date Cash and Cash Equivalents, Closing Date Indebtedness; provided, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, that to the extent there are one is an error in Exhibit B (whether numeric, due to a failure to comply with GAAP or more line items contained in otherwise) the Financial Statements that are not reflected in Annex A hereto, such line item Buyer shall not be considered bound in determining Final Net Working Capital; provided, further, that any manner to follow such error in connection with its preparation of the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) Draft Statement. The Buyer will make available to the Seller and its auditors and representatives Representative all records and work papers used in preparing the Post-Closing Draft Statement and, upon reasonable prior notice, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, (subject to the extent that any working papers or similar documents prepared by accountants Representative executing a customary access letter with respect to the work product of the Buyer are requested, Buyer's or the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such informationCompany's independent accountant). (cii) Unless If the SellerRepresentative approves in writing the Buyer's determination of the Closing Date Cash and Closing Date Indebtedness set forth on the Draft Statement or if the Representative fails to deliver an Objection Notice as provided below, then the Buyer's determinations shall be conclusive and binding on all parties to this Agreement. If the Representative disagrees with the computation of the Closing Date Cash and/or the Closing Date Indebtedness as reflected on the Draft Statement, the Representative may, within 30 25 days after receipt of the Post-Closing Draft Statement, gives the Buyer deliver a written notice objecting thereto and specifying (an "Objection Notice") to the basis for each Buyer setting forth the Representative's calculation of such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statementitem(s) and the amount in dispute (an “Objection Notice”)basis, such Post-Closing Statement and with reasonable specificity, for the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon differences identified by the Buyer and the SellerRepresentative. The Seller Representative and the Buyer shall use reasonable efforts to resolve any disagreements as to the Post-Closing Statement and computation of the Objection Noticedisputed item(s), but if they the parties do not obtain a final resolution within 30 days after the Buyer Representative has received delivered the Objection Notice, the Seller Representative and the Buyer shall will jointly retain a mutually agreed nationally recognized “big four” Xxxxx Xxxxxxxx LLP or another independent certified public accounting firm acceptable to the Buyer and Representative (the “Accounting "Firm”") to resolve any remaining disagreements. The Buyer and the Seller shall Representative will direct the Accounting Firm to render a determination within 30 days of its retention, and the Buyer, the Seller Representative and their respective employees or agents shall will cooperate with, and provide reasonable access to all relevant records and work papers to, the Accounting Firm during its engagement. The Accounting Firm may consider only those items and amounts in the Post-Closing Statement set forth in the Objection Notice which the Buyer and the Seller are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. 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 determination of the Accounting Firm shall be conclusive and binding upon the Buyer, the Company and the Seller. The cost of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy of the Parties’ positions relative to the final determination by the Accounting Firm.the

Post-Closing Determination. (a) Within sixty (60) 90 days following after the Closing Date, the Buyer shall cause to be prepared Purchaser and delivered its auditors will conduct a review (the "CLOSING REVIEW") of the Cash Amount, the Indebtedness Amount and the Net Working Capital Amount and will prepare and deliver to the Seller a statement computation of such amounts (the “Post-Closing Statement”"DRAFT COMPUTATIONS"). The Draft Computation shall be prepared from the Company's books and records, which in return shall include (i) a consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, be prepared in accordance with GAAP applied in a manner consistent with the Financial Statements GAAP, consistently applied. The Purchaser and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer its auditors will make available to the Seller and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement andDraft Computations. If the Seller disagrees with the computation of the Cash Amount, upon reasonable prior noticethe Indebtedness Amount or the Net Working Capital Amount reflected in the Draft Computations, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the Sellermay, within 30 days after receipt of the Post-Closing StatementDraft Computations, gives deliver a notice (an "OBJECTION NOTICE") to the Buyer a written notice objecting thereto and specifying Purchaser setting forth the basis for each such objection (Seller's calculation of the only basis for each such objection shall be either that Cash Amount, the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) Indebtedness Amount and the amount in dispute (an “Objection Notice”), such Post-Closing Statement Net Working Capital Amount. The Purchaser and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer and the Seller. The Seller and the Buyer shall will use reasonable best efforts to resolve any disagreements as to the Post-Closing Statement computation of the Cash Amount, the Indebtedness Amount and the Objection NoticeNet Working Capital Amount, but if they do not obtain a final resolution within 30 days after the Buyer Purchaser has received the Objection Notice, the Seller Purchaser and the Buyer shall Seller will jointly retain a mutually agreed nationally recognized “big four” an independent accounting firm of recognized national standing (the “Accounting Firm”"FIRM") to resolve any remaining disagreements. The Buyer and If the Seller shall direct the Accounting Firm to render a determination within 30 days of its retention, and the Buyer, the Seller and their respective employees or agents shall cooperate with, and provide reasonable access to all relevant records and work papers to, the Accounting Firm during its engagement. The Accounting Firm may consider only those items and amounts in the Post-Closing Statement set forth in the Objection Notice which the Buyer Purchaser and the Seller are unable to resolveagree on the choice of the Firm, then the Firm will be a "big-five" accounting firm (or a successor) selected by lot (after excluding one firm designated by the Purchaser and one firm designated by the Seller). The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer Purchaser and the Seller (i.e., not on will direct the basis of an independent review) and on the definitions included herein. 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 determination of the Accounting Firm shall be conclusive and binding upon the Buyer, the Company and the Seller. The cost of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy of the Parties’ positions relative to the final determination by the Accounting Firm.

Post-Closing Determination. (a) Within sixty (60) 20 days following after the Closing Date, the Buyer shall cause to be prepared shall, in good faith and delivered to the Seller in accordance with GAAP, prepare a statement final balance sheet (the “Post-"Closing Statement”), which shall include (iBalance Sheet") a consolidated balance sheet of the Company and its Subsidiaries Sellers as of the close open of business on the Closing Date (on a reasonable basis using the “then best available financial information. The Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business Sheet shall be prepared on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner basis consistent with the Financial Statements Prior Balance Sheets and utilizing the same methodologiesEstimated Closing Balance Sheet, practices and policies as were used shall, among other things, state Accounts Receivable, Inventory and Pre-Paid Expenses ("Final Accounts Receivable," "Final Inventory" and "Final Pre-Paid Expenses" respectively, and collectively, the "Closing Date Balances"). Buyer shall give Sellers and their representatives a full and complete opportunity to observe and participate in the Financial Statements and as set forth in Annex A hereto and in accordance with preparation of the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing CostsBalance Sheet, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer will make available to the Seller and its auditors and representatives Sellers all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior notice, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the Seller, within 30 days after receipt of the Post-Closing Statement, gives the Buyer a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either Balance Sheet. If Sellers believe that the Post-Closing Statement Balance Sheet was not prepared in accordance with Section 1.03(aGAAP and consistent with the Prior Balance Sheets or contains one or more manifest errors, then Sellers may, within fifteen days after receipt of the Closing Balance Sheet, deliver a notice (an "Objection Notice") hereof or that there were mathematical errors to Buyer setting forth in determining reasonable detail all disputed items and the amounts set forth thereof in Sellers calculation of the Post-Closing Statement) and the amount in dispute (an “Objection Notice”disputed amount(s), such Post-Closing Statement and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer and the Seller. The Seller and the Buyer shall Parties will use reasonable efforts to resolve resolve, in good faith, any disagreements as to the Post-Closing Statement and the Objection Noticesuch computations, but if they do not obtain a final resolution within 30 thirty days after the Buyer has received the Objection Notice, the Seller and the Buyer shall Parties will jointly retain a mutually agreed nationally recognized “big four” an independent accounting firm of recognized national or regional standing (the “"Accounting Firm”") to resolve any remaining disagreements. The If the Parties are unable to agree on the choice of the Accounting Firm, the Accounting Firm shall be a "big-six" accounting firm selected by lot (after excluding one firm designated by Buyer and the Seller by Sellers). The Parties shall direct use their best efforts to cause the Accounting Firm to render a determination within 30 days of its retention, and the Buyerresolve all disagreements over such disputed items as soon as practicable, the Seller Parties and their respective employees or agents shall cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may consider only those items and amounts in the Post-Closing Statement set forth in the Objection Notice which the Buyer and the Seller are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. 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 determination of the Accounting Firm shall will be conclusive and binding upon the Buyer, the Company and the SellerParties. The cost Parties shall bear the costs and expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy percentage which the portion of the Parties’ positions relative contested amount not awarded to each party bears to the final determination amount actually contested by such party. Buyer shall deduct Sellers' obligation under the Accounting Firmpreceding sentence (up to a maximum of $50,000) from the Closing Date Hold-Back and remit such amounts in satisfaction of such obligation. In preparing the Closing Balance Sheet, Final Inventory shall include the Unsold Brooks Finished Inventory.

Post-Closing Determination. (a) Within sixty (60) 90 days following after the Closing Date, the Buyer shall cause prepare, and deliver to the Sellers' Representative, (i) the Buyer's determinations of the Cash Amount, the Indebtedness Payoff Amount and the Net Working Capital Amount, and (ii) the Buyer's calculation of the Actual Common Purchase Price (collectively, the "Draft Computation"). The Draft Computation shall be prepared and delivered to the Seller a statement (Cash Amount, the “Post-Closing Statement”)Indebtedness Payoff Amount, which and the Net Working Capital Amount shall include (i) a be determined on aconsolidated basis using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in preparation of the audited consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date fiscal year ended June 30, 2007 (the “Closing Date "2007 Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”") and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided thator, to the extent there applicable, in accordance with any changes to such accounting methods, policies, principles, practices and procedures which are one or more line items contained documented in the Financial Statements that are not reflected in Annex A heretoCompany's books and records prior to the Closing, such line item and shall not be considered include any changes in assets or liabilities as a result of purchase or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Draft Computation and determining Final the Cash Amount, the Indebtedness Payoff Amount, and the Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto Capital Amount and the terms related purchase price adjustment contemplated by this Section 2.04 is to measure the amount of this Agreement relating to the determination of Cash and Indebtedness and changes in Net Working Capital, Annex A shall prevail. (b) and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Draft Computation or determining Cash, Indebtedness or Net Working Capital. The Buyer and its auditors will make available to the Seller Sellers' Representative and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement andDraft Computation, and its employees and advisors, provided that such access shall be upon reasonable prior noticenotice and at reasonable times so as not to interfere unduly with the business of the Buyer, the Seller shall be entitled to discuss such records Company, and work papers their Subsidiaries. If the Sellers' Representative disagrees with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants aspect of the Buyer are requestedDraft Computation, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the SellerSellers' Representative may, within 30 60 days after receipt of the Post-Closing StatementDraft Computation, gives deliver a notice (an "Objection Notice") to the Buyer a written notice objecting thereto and specifying setting forth the basis for each such objection (Sellers' Representative's determination of the only basis for each such objection shall be either that Cash Amount, the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining Indebtedness Payoff Amount and/or the amounts set forth in the Post-Closing Statement) Net Working Capital Amount and the amount in dispute (an “Objection Notice”)Sellers' Representative's calculation of the Actual Common Purchase Price, such Post-Closing Statement and identifying the Final Purchase Price resulting therefrom shall be final, conclusive specific items and binding amounts of disagreement. The Sellers' Representative and its auditors will upon request make available to the Buyer and its auditors reasonable access to all records and work papers used in preparing the SellerObjection Notice, and to its employees and advisors, provided that such access shall be upon reasonable notice and at reasonable times so as not to interfere unduly with the business of the Sellers' Representative. If the Sellers' Representative does not deliver an Objection Notice to the Buyer within 60 days after receipt of the Draft Computation, then the parties hereto will be deemed to have agreed to the Draft Computation and the components of such Draft Computation shall be deemed to be finally determined as set forth therein. The Seller Buyer and the Buyer Sellers' Representative shall use reasonable efforts to resolve any disagreements as to the Post-Closing Statement Draft Computation and the Objection Notice, but if they do not obtain a final resolution within 30 60 days after the Buyer has received the Objection Notice, the Seller Buyer and the Buyer Sellers' Representative shall jointly retain a mutually agreed nationally recognized “big four” accounting firm Gxxxx Xxxxxxxx LLP (the “Accounting "Firm”") to resolve any remaining disagreements. The Buyer and the Seller Sellers' Representative shall direct the Accounting Firm to render a determination within 30 days of after its retention, retention and the Buyer, the Seller Sellers' Representative and their respective employees or agents shall cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may consider only those items and amounts in the Post-Closing Statement set forth in the Draft Computation or Objection Notice which the Buyer and the Seller Sellers' Representative are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. 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 Firm's determination shall be based solely on written submissions by the Buyer and the Sellers' Representative (i.e., not on independent review) and on the definitions included herein. The determination of the Accounting Firm shall be conclusive and binding upon the Buyer, the Company Sellers' Representative and the SellerSellers. The cost Until the Firm makes its determination, the costs and expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated borne equally by the Accounting Firm based Buyer, on the accuracy one hand, and the Sellers' Representative (on behalf of the Parties’ positions relative Sellers in accordance with their respective Indemnity Allocation Percentages), on the other hand; provided that, when the Firm makes its determination, any costs and expenses (including costs and expenses previously advanced) of the Firm that are allocable to the final party whose determination of the Actual Common Purchase Price was closest to the Firm's determination of the same shall be paid by the Accounting Firmother party.

Post-Closing Determination. Within thirty (a) Within sixty (6030) days following after the Closing WC Determination Date, the Buyer shall cause to be prepared and delivered to the Seller prepare a statement (setting forth the “Post-Closing Statement”), which shall include (i) a consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing WC Determination Date (as determined pursuant to Section 1.03(b), the “Final Net "Closing Working Capital”" ). During the period of any dispute with respect to the application of this Section 2.3, in each caseBuyer shall provide Seller full access to the books, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements records, facilities and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition employees of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing CostsBuyer, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, shall cooperate with Seller to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer will make available to the Seller and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior notice, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be reasonably requested by Seller to investigate the basis for such accountants prior to receiving such information. dispute. Not later than thirty (c30) Unless the Seller, within 30 calendar days after receipt of the Post-Closing StatementWorking Capital statement, gives the Seller shall provide Buyer with a written notice objecting thereto list of those items, if any, to which Seller takes exception and specifying the basis for each such objection Seller's proposed adjustments (the only basis for each such objection "Proposed Adjustments" ). If Seller fails to deliver to Buyer the Proposed Adjustments within thirty (30) calendar days following receipt of the Closing Working Capital statement, Seller shall be either that deemed to have accepted the Post-Closing Statement was Working Capital statement for the purposes of any Purchase Price adjustment under Section 2.3(c) hereof. Any items not prepared in accordance with disputed shall be deemed to be accepted and agreed to by Seller. If Buyer does not give Seller notice of objections within ten (10) calendar days following receipt of the Proposed Adjustments, Buyer shall be deemed to have accepted the Proposed Adjustments for the purposes of any Purchase Price adjustment under Section 1.03(a2.3(c) hereof or that there were mathematical errors in determining hereof. Any items not disputed shall be deemed to be accepted and agreed to by Buyer. If Buyer gives Seller notice of objections to the amounts set forth in Proposed Adjustments, and if Buyer and Seller are unable, within five (5) calendar days after receipt by Seller of the Post-Closing Statement) and notice by Buyer of objections, to resolve the amount in dispute (an “Objection Notice”)disputed exceptions, such Post-Closing Statement and the Final Purchase Price resulting therefrom shall disputed exceptions will be final, conclusive and binding upon the referred to a firm of independent certified public accountants ("Independent Accounting Firm" ) mutually acceptable to Buyer and the Seller. The Seller and the Buyer shall use reasonable efforts Independent Accounting Firm shall, within thirty (30) days following its selection, deliver to resolve any disagreements as to the Post-Closing Statement and the Objection Notice, but if they do not obtain a final resolution within 30 days after the Buyer has received the Objection Notice, the Seller and the Buyer shall jointly retain a mutually agreed nationally recognized “big four” accounting firm (the “Accounting Firm”) to resolve any remaining disagreements. The Buyer and the Seller shall direct the Accounting Firm to render a determination within 30 days of its retentionwritten report determining such disputed exceptions, and the Buyer, the Seller and their respective employees or agents shall cooperate with, and provide reasonable access to all relevant records and work papers to, the Accounting Firm during its engagement. The Accounting Firm may consider only those items and amounts in the Post-Closing Statement set forth in the Objection Notice which the Buyer and the Seller are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. 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 determination of the Accounting Firm shall determinations will be conclusive and binding upon the Buyer, parties thereto for the Company and the Sellerpurposes of any Purchase Price adjustment under Section 2.3(c) hereof. The cost fees and disbursements of the resolution of the disputed items by the Independent Accounting Firm acting under this Section shall be equitably allocated shared equally by the Accounting Firm based on the accuracy of the Parties’ positions relative to the final determination by the Accounting FirmBuyer and Seller.

Post-Closing Determination. (a) Within sixty (60) On the first Business Day following the day that is 90 calendar days following the Closing Date, the Buyer Purchaser shall cause to be prepared and delivered deliver to the Seller a statement (the “Post-Closing Statement”), which shall include (i) a consolidated balance sheet of setting forth the Company and its Subsidiaries as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the BuyerPurchaser’s calculation of Net Working Capital as of the close of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each caseTangible Book Value and Transaction Expenses, prepared in accordance with GAAP the Accounting Principles, applied in on a manner consistent basis. During the preparation of the Closing Statement by the Purchaser and the period of any dispute with respect to the application of this Section 3.01(c), each party hereto shall cooperate with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A other parties hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one reasonably requested to prepare the Closing Statement or more line to investigate the basis for any dispute. The Closing Statement shall be examined by the Seller, and, if the Seller disagrees with any items contained or calculations in the Financial Statements that are not computation of any amounts shown or reflected in Annex A heretothe Closing Statement, such line item the Seller shall, not later than 45 calendar days after receipt of the Closing Statement, deliver to the Purchaser a reasonably detailed report thereon (the “Closing Statement Report”). The Closing Statement Report shall not be considered in determining Final Net Working Capital; providedlist those items, furtherif any, that in with which the event of any discrepancy between Annex A hereto Seller disagrees and the terms of this Agreement relating Seller’s proposed adjustment thereto. If the Seller fails to deliver to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer will make available to Purchaser the Seller and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior noticeReport within 45 calendar days following receipt of the Closing Statement, the Seller shall be entitled deemed to discuss such records and work papers with have accepted the Buyer and those Persons responsible Closing Statement for the preparation thereof, provided, purposes of any adjustment to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, Closing Consideration under Section 3.01(d). If the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless timely delivers the Seller, within 30 days after receipt of the Post-Closing Statement, gives the Buyer a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) and the amount in dispute (an “Objection Notice”), such Post-Closing Statement and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer and the Seller. The Seller and the Buyer shall use reasonable efforts to resolve any disagreements as Report to the Post-Closing Statement Purchaser, and the Objection Notice, but if they do not obtain a final resolution within 30 days after the Buyer has received the Objection Notice, the Seller and the Buyer shall jointly retain Purchaser are unable, within 15 calendar days after receipt by the Purchaser thereof, to resolve the disputed exceptions, such disputed exceptions will be referred to a mutually agreed nationally recognized “big four” accounting firm of independent certified public accountants (the “Independent Accounting Firm”) mutually acceptable to resolve any remaining disagreements. The Buyer and the Seller shall direct the Accounting Firm to render a determination within 30 days of its retention, and the Buyer, the Seller and their respective employees or agents shall cooperate withthe Purchaser. The Independent Accounting Firm shall, within 30 calendar days following its selection, deliver to the Seller and the Purchaser a written report determining such disputed exceptions (and only such disputed exceptions), and provide reasonable access to all relevant records and work papers to, the Accounting Firm during its engagement. The Accounting Firm may consider only those items and amounts in the Post-Closing Statement set forth in the Objection Notice which the Buyer and the Seller are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. 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 determination of the Accounting Firm shall determinations will be conclusive and binding upon the Buyer, parties thereto for the Company and purposes of any adjustment to the SellerEstimated Adjusted Purchase Price under Section 3.01(d). The cost fees and disbursements of the resolution Independent Accounting Firm acting under this Section 3.01 shall be allocated between the Purchaser, on the one hand, and Seller, on the other hand, based upon the total monetary value of disputed exceptions resolved in favor of each such party, with each such party bearing such percentage of the fees and disbursements of the Independent Accounting Firm as the aggregate disputed items exceptions resolved against that party bears to the total monetary value of all disputed exceptions considered by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy of the Parties’ positions relative to the final determination by the Independent Accounting Firm.

Post-Closing Determination. (a) Within sixty (60) 90 days following after the Closing -------------------------- Date, the Buyer shall cause to be prepared Purchaser and delivered to the Seller its auditors will conduct a statement review (the “Post-"Closing Statement”), which shall include (i------- Review") a consolidated balance sheet of the Company and its Subsidiaries Net Asset Value as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), day before ------ the Closing Date Indebtedness (as determined pursuant and will prepare and deliver to Section 1.03(b), the “Final Closing Date Indebtedness”), and Seller a computation of the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital Asset Value as of the close of business on the day before the Closing Date (as determined pursuant to Section 1.03(bthe "Draft Balance Sheet"), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements . The Purchaser and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer its auditors will make available ------------------- to the Seller and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior noticeDraft Balance Sheet. If the Seller disagrees with the computation of the Net Asset Value reflected on the Draft Balance Sheet, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the Sellermay, within 30 thirty (30) days after receipt of the Post-Draft Balance Sheet, deliver a notice (an "Objection Notice") to the Purchaser setting forth the Seller's calculation of ----------------- the Net Asset Value as of the close of business on the day before the Closing Statement, gives the Buyer a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) Date. The Purchaser and the amount in dispute (an “Objection Notice”), such Post-Closing Statement and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer and the Seller. The Seller and the Buyer shall will use reasonable best efforts to resolve any disagreements as to the Post-Closing Statement and computation of the Objection NoticeNet Asset Value, but if they do not obtain a final resolution within 30 thirty (30) days after the Buyer Purchaser has received the Objection Notice, the Seller Purchaser and the Buyer shall Seller will jointly retain a mutually agreed nationally recognized “big four” an independent accounting firm of recognized national standing (the “Accounting "Firm”") to ---- resolve any remaining disagreements. The Buyer For these purposes, an accounting firm shall not be considered "independent" if such firm (or any Affiliate thereof) has performed services during the past four years for either Party or its principal stockholders. If the Purchaser and the Seller shall are unable to agree on the choice of the Firm, then the Firm will be a so-called "big-six" accounting firm (or successor thereof) selected by lot (after excluding one firm designated by the Purchaser and one firm designated by the Seller). The Purchaser and the Seller will direct the Accounting Firm to render a determination within 30 days of its retention, . The Purchaser and the Buyer, the Seller and their respective employees or agents shall will cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may consider only those items and amounts in the Post-Closing Statement set forth in the Objection Notice which the Buyer and the Seller are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s 's determination shall will be based solely on written submissions presentations by the Buyer Purchaser and the Seller (i.e., not on the basis of an independent review) ), and on the definitions definition of the Net Asset Value included herein. 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 determination of the Accounting Firm shall will be conclusive and binding upon the Buyer, the Company Purchaser and the Seller. The cost Purchaser and the Seller shall bear the costs and expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy percentage which the portion of the Parties’ positions relative contested amount not awarded to each Party bears to the final determination amount actually contested by such Party. The amount of the Accounting FirmNet Asset Value, as finally determined pursuant to this Section 2.3(b), is referred to herein as the "Actual Net Asset Value." ----------------------

Post-Closing Determination. (a) Within sixty (60) 90 days following after the Closing Date, the Buyer shall cause to be prepared Purchaser and delivered to the Seller its auditors will conduct a statement review (the “Post-"Closing Statement”), which shall include (iReview") a consolidated balance sheet of the Company and its Subsidiaries Asset Book Value as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), day before the Closing Date Indebtedness (as determined pursuant and will prepare and deliver to Section 1.03(b), Seller a computation of the “Final Closing Date Indebtedness”), and amount of the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital Asset Book Value as of the close of business on the day before the Closing Date (as determined pursuant the "Draft Worksheet"). Purchaser and its auditors will give Seller and its auditors an opportunity to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on observe the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto Review and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer will make available to the Seller and its auditors and representatives such Persons all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior notice, the Draft Worksheet. If Seller shall be entitled to discuss such records and work papers disagrees with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants computation of the Buyer are requestedAsset Book Value reflected on the Draft Worksheet, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the Sellermay, within 30 thirty (30) days after receipt of the Post-Closing StatementDraft Worksheet, gives the Buyer deliver a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) and the amount in dispute (an “"Objection Notice”), such Post-") to Purchaser setting forth Seller's calculation of the Asset Book Value as of the close of business on the day before the Closing Statement and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer and the SellerDate. The Seller and the Buyer shall Purchaser will use reasonable efforts to resolve any disagreements as to the Post-Closing Statement and computation of the Objection NoticeAsset Book Value, but if they do not obtain a final resolution within 30 thirty (30) days after the Buyer Purchaser has received the Objection Notice, the Seller and the Buyer shall Purchaser will jointly retain a mutually agreed nationally recognized “big four” an independent accounting firm of recognized national standing (the “Accounting "Firm”") to resolve any remaining disagreements. The Buyer If Seller and Purchaser are unable to agree on the choice of the Firm, the Firm will be a "big-six" accounting firm selected by lot (after excluding one firm designated by Purchaser and one firm designated by Seller). Seller shall and Purchaser will direct the Accounting Firm to render a determination within 30 fifteen (15) days of its retentionretention and Purchaser, and the Buyer, the Seller and their respective employees or agents shall will cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may will consider only those items and amounts in the Post-Closing Statement Draft Worksheet set forth in the Objection Notice which the Buyer Seller and the Seller Purchaser are unable to resolve. The scope Firm's determination will be based on the definition of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions Asset Book Value included herein. 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 determination of the Accounting Firm shall will be conclusive and binding upon Seller and Purchaser. Seller and Purchaser shall bear the Buyer, the Company costs and the Seller. The cost expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy percentage which the portion of the Parties’ positions relative contested amount not awarded to each party bears to the final determination amount actually contested by such party. The amount of the Accounting FirmAsset Book Value, as finally determined pursuant to this Section 2.2(b), is referred to herein as the "Actual Asset Book Value."

Post-Closing Determination. (a) Within sixty (60) days following after the Closing DateDate the Company and its auditors will prepare, the Buyer shall cause to be prepared and delivered deliver to the Seller a statement (the “Post-Closing Statement”)Stockholder, which shall include (i) a consolidated an audited balance sheet of the Company and its Subsidiaries (the "Closing Balance Sheet") as of the close Closing Date which will reflect the Company's determination of business on the Working Capital as of the Closing Date and the Indebtedness Amount as of the Closing Date (the “Closing Date Balance Sheet”"Draft Computation"), including the Cash . The Company and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer its auditors will make available to the Seller Stockholder and its auditors all records and representatives work papers necessary to accurately compute the Working Capital and Indebtedness as of the Closing Date, including without limitation all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior noticeBalance Sheet and the Draft Computation. If the Stockholder disagrees with the computation of the Working Capital or the Indebtedness Amount reflected on the Draft Computation, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the SellerStockholder may, within 30 sixty (60) days after receipt of the Post-Draft Computation, deliver a notice (an "Objection Notice") to the Company setting forth the Stockholder's calculation of the Working Capital as of the Closing StatementDate and the Indebtedness Amount as of the Closing Date. If the Stockholder does not deliver an Objection Notice within sixty (60) days after receipt of the Draft Computation, gives then the Buyer a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection Draft Computation shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) and the amount in dispute (an “Objection Notice”), such Post-Closing Statement and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer Parties. If the Stockholder has delivered to the Company an Objection Notice, the Company and the Seller. The Seller and the Buyer shall Stockholder will use reasonable commercial efforts to resolve any disagreements as to the Post-Closing Statement computation of the Working Capital and the Objection NoticeIndebtedness Amount, but if they do not obtain a final resolution within 30 sixty (60) days after the Buyer Company has received the Objection Notice, the Seller Company and the Buyer shall Stockholder will jointly retain a mutually agreed nationally recognized “big four” an independent accounting firm of recognized national standing (the “Accounting "Firm”") to resolve any remaining disagreements. The Buyer If the Company and the Seller shall Stockholder are unable to agree on the choice of the Firm, the Firm will be a "big-five" accounting firm selected by lot (after excluding one firm designated by each of the Company and the Stockholder). The Company and the Stockholder will direct the Accounting Firm to render a determination within 30 thirty (30) days of its retention, retention and the BuyerCompany, the Seller Stockholder and their respective employees or agents shall will cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may consider only those items and amounts in the Post-Closing Statement set forth in the Objection Notice which the Buyer and the Seller are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s 's determination shall will be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions of Working Capital and Indebtedness Amount included herein. 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 determination of the Accounting Firm shall will be conclusive and binding upon the Buyer, the Parties. The Company and the Seller. The cost Stockholder shall bear the costs and expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy percentage which the portion of the Parties’ positions relative contested amount not awarded to each Party bears to the final determination amount actually contested by such Party. The amount of the Accounting FirmWorking Capital, as finally determined pursuant to this Section 1.3(b), is referred to herein as the "Actual Working Capital," and the Indebtedness Amount, as finally determined pursuant to this Section 1.3(b), is referred to herein as the "Actual Indebtedness Amount."

Post-Closing Determination. (a) Within sixty (60) 60 days following after the Closing Date, the Buyer shall cause to be prepared Purchaser and delivered to the Seller its auditors will conduct a statement review (the “Post-"Closing Statement”), which shall include (iReview") a consolidated balance sheet of the Company Net Working Capital Amount and its Subsidiaries the Baseline Net Working Capital Amount as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant Earn-Out Amount and will prepare and deliver to Section 1.03(b), the “Final Company Closing Costs”) and (ii) Sellers a computation of the Buyer’s calculation of Net Working Capital as of Amount and the close of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Baseline Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and Amount as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to Earn-Out Amount (the determination of Net Working Capital, Annex A shall prevail. (b) "Draft Computations"). The Buyer Purchaser and its auditors will make available to the Seller Sellers and its their auditors and representatives all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior noticeDraft Computations. If the Sellers disagree with the computation of the Net Working Capital Amount, the Seller shall be entitled to discuss such records and work papers with Baseline Net Working Capital Amount or the Buyer and those Persons responsible for Earn-Out Amount reflected on the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requestedDraft Computations, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the SellerSellers may, within 30 days after receipt of the Post-Closing StatementDraft Computations, gives the Buyer deliver a written notice objecting thereto and specifying (an "Objection Notice") to the basis for each Purchaser setting forth the Sellers' calculation of the Net Working Capital Amount and/or the Baseline Net Working Capital Amount and/or the Earn-Out Amount as of the close of business on the Closing Date. If the Sellers do not deliver an Objection Notice within such objection (30 day period, then the only basis for each such objection Draft Computations shall be either that binding and conclusive upon each of the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining Parties. If the amounts set forth in Sellers deliver the Post-Closing Statement) Objection Notice within such 30 day period, the Purchaser and the amount in dispute (an “Objection Notice”), such Post-Closing Statement and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer and the Seller. The Seller and the Buyer shall Sellers will use reasonable best efforts to resolve any disagreements as to the Post-Closing Statement and the Objection NoticeDraft Computations, but if they do not obtain a final resolution within 30 days after the Buyer Purchaser has received the Objection Notice, the Seller Purchaser and the Buyer shall Sellers will jointly retain a mutually agreed nationally recognized “big four” an independent accounting firm of recognized national standing (the “Accounting "Firm”") to resolve any remaining disagreements. The Buyer If the Purchaser and the Seller shall Sellers are unable to agree on the choice of the Firm, then the Firm will be a "big-five" accounting firm selected by lot (after excluding one firm designated by the Purchaser and one firm designated by the Sellers). The Purchaser and the Sellers will direct the Accounting Firm to render a determination within 30 days of its retention, and the Buyer, Purchaser and the Seller Sellers and their respective employees or agents shall will cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may will consider only those items and amounts in the Post-Closing Statement Draft Computations set forth in the Objection Notice which the Buyer Purchaser and the Seller Sellers are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. 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 Firm's determination will be based solely on presentations by the Purchaser and the Sellers (i.e., not on independent review) and on the definitions of the Net Working Capital Amount, the Baseline Net Working Capital Amount and the Earn-Out Amount included herein. The determination of the Accounting Firm shall will be conclusive and binding upon the Buyer, the Company Purchaser and the SellerSellers. The cost Purchaser and the Sellers shall bear the costs and expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy percentage which the portion of the Parties’ positions relative contested amount not awarded to each Party bears to the final determination amount actually contested by such Party. The Net Working Capital Amount and the Accounting FirmBaseline Net Working Capital Amount, as determined pursuant to this Section 2.2(a), are referred to herein as the "Actual Net Working Capital Amount" and the "Actual Baseline Net Working Capital Amount," respectively.

Post-Closing Determination. (a) Within sixty (60) 60 days following after the Closing Date, the Buyer shall cause to be prepared will prepare and delivered deliver to the Seller Sellers a statement separate report (the “Post-Closing StatementAdjusted Liabilities Report”), which shall include (i) a consolidated balance sheet of setting forth the Company and its Subsidiaries actual Adjusted Liabilities as of the close of business 12:01 a.m. on the Closing Date (the “Closing Date Balance SheetAdjusted Liabilities”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final . The Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, Adjusted Liabilities Report shall be prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologiesmanner as Schedule 3.3 and following the accounting principles, practices procedures, policies and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer will make available to the Seller and its auditors and representatives all records and work papers used methods employed in preparing the Post-Closing Statement andsuch schedule. The Sellers shall, upon reasonable prior notice, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the Seller, within not later than 30 calendar days after receipt of the Post-Closing StatementAdjusted Liabilities Report, deliver a report thereon (the “Sellers’ Adjusted Liabilities Report”) to the Buyer. The Sellers’ Adjusted Liabilities Report shall list those items included in the Closing Adjusted Liabilities Report, if any, to which the Sellers take exception and the Sellers’ proposed adjustment. If the Sellers fail to deliver to the Buyer the Sellers’ Adjusted Liabilities Report within 30 calendar days following receipt of the Closing Adjusted Liabilities Report or do not set forth any exceptions, the Sellers shall be deemed to have accepted the Closing Adjusted Liabilities Report for the purposes of any adjustment to the Purchase Price under Section 3.3(d) and for all other purposes of this Agreement. If the Buyer does not give the Sellers notice of its objections to the Sellers’ Adjusted Liabilities Report within 15 calendar days following receipt of the Sellers’ Adjusted Liabilities Report, the Buyer shall be deemed to have accepted the Closing Adjusted Liabilities Report as adjusted by the Sellers in the Sellers’ Adjusted Liabilities Report for the purposes of any adjustment to the Purchase Price under Section 3.3(d) and for all other purposes of this Agreement. If the Buyer gives the Buyer a written Sellers timely notice objecting thereto of its objections to the Sellers’ Adjusted Liabilities Report, and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) and the amount in dispute (an “Objection Notice”), such Post-Closing Statement and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon if the Buyer and the Seller. The Seller and Sellers are unable, within 15 calendar days after receipt by the Sellers of the notice from the Buyer shall use reasonable efforts of objections, to resolve any disagreements as the disputed exceptions, such disputed exceptions will be referred to the Post-Closing Statement and the Objection Notice, but if they do not obtain a final resolution within 30 days after the Buyer has received the Objection Notice, the Seller and the Buyer shall jointly retain a mutually agreed nationally recognized “big four” accounting PricewaterhouseCoopers or another firm of independent certified public accountants (the “Independent Accounting Firm”) mutually acceptable to resolve any remaining disagreements. The Buyer and the Seller shall direct the Accounting Firm to render a determination within 30 days of its retention, and the Buyer, the Seller and their respective employees or agents shall cooperate with, and provide reasonable access to all relevant records and work papers to, the Accounting Firm during its engagement. The Accounting Firm may consider only those items and amounts in the Post-Closing Statement set forth in the Objection Notice which the Buyer and the Seller are unable to resolveSellers. The scope of the disputes to be resolved by the Independent Accounting Firm is limited shall, within 45 days following its selection, deliver to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller Sellers a written report determining such disputed exceptions (i.e.and only such disputed exceptions), not on the basis of an independent review) and on the definitions included herein. 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 determination of the Accounting Firm shall its determinations will be conclusive and binding upon the Buyer, parties thereto for the Company purposes of any adjustment to the Purchase Price under Section 3.3(d). The fees and disbursements of the Independent Accounting Firm acting under this Section 3.3(c) shall be apportioned between the Sellers and the Seller. The cost of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm Buyer based on the accuracy total dollar value of disputed exceptions resolved in favor of each such party, with each such party bearing such percentage of the Parties’ positions relative fees and disbursements of the Independent Accounting Firm as the aggregate disputed exceptions resolved against that party bears to the final determination total dollar value of all disputed exceptions considered by the Independent Accounting Firm. For the avoidance of doubt, the delivery and timing of receipt of any document sent by the parties pursuant to this Section 3 shall be governed by the provisions set forth in Section 16.5 — “Notices.”

Post-Closing Determination. Within ninety (a90) Within sixty (60) calendar days following after the Closing Date, the Buyer shall cause to be prepared and delivered to the Seller Surviving Corporation will conduct a statement review (the “Post-Closing StatementDate Review”), which shall include (i) a consolidated balance sheet of the Company and its Subsidiaries Working Capital Amount as of the close of business on the Closing Date but prior to the consummation of the Contemplated Transactions and will prepare and deliver to the Sellers’ Representative a balance sheet (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) a computation of the Buyer’s calculation of Net Working Capital Amount as of the close of business on time immediately prior to the Effective Time (the “Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working CapitalCapital Amount”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and . The Closing Date Working Capital Amount shall be calculated in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Sample Working Capital set forth hereinCalculation and GAAP, without regard to using the transaction described herein or policies, conventions, methodologies used by the consummation of any financing contemplated herewith and Company in preparing the Audited Financial Statements, as of and for the close of business on the Closing Date; provided thatperiod ended December 31, 2012, subject to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) exceptions for customary year-end adjustments. The Buyer Surviving Corporation will make available to the Seller and its auditors and representatives Sellers’ Representative all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior noticeDate Balance Sheet. If the Sellers’ Representative disagrees with the computation of the Closing Date Working Capital Amount or the items reflected on the Closing Date Balance Sheet, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the SellerSellers’ Representative may, within 30 thirty (30) calendar days after receipt of the Post-Closing StatementDate Balance Sheet, gives the Buyer records and work papers, deliver a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) and the amount in dispute (an “Objection Notice”)) on behalf of the Sellers to the Surviving Corporation setting forth the Sellers’ Representative’s calculation of the Closing Date Working Capital Amount. If the Sellers’ Representative does not deliver an Objection Notice within such thirty (30) calendar day period, such Post-then the Closing Statement Date Working Capital Amount shall be deemed to be finally determined. If the Sellers’ Representative delivers an Objection Notice to the Surviving Corporation, the Sellers’ Representative and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer and the Seller. The Seller and the Buyer shall Surviving Corporation will use reasonable efforts to resolve any disagreements disagreement as to the Post-computation of the Closing Statement and the Objection NoticeDate Working Capital Amount as soon as practicable, but if they do cannot obtain reach a final resolution within 30 forty-five (45) calendar days after the Buyer Surviving Corporation has received the Objection Notice, the Seller Surviving Corporation and the Buyer shall Sellers’ Representative on behalf of the Sellers will jointly retain a mutually firm to be agreed nationally recognized “big four” accounting firm upon in writing prior to Closing (the “Accounting Firm”) to resolve any remaining disagreementstheir disagreement. The Buyer Surviving Corporation and the Seller shall Sellers’ Representative will direct the Accounting Firm to render a determination within 30 sixty (60) calendar days of its retention, retention and the Buyer, Surviving Corporation and the Seller Sellers’ Representative and their respective employees or agents shall will cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may will consider only those items and amounts in the Post-Closing Statement Date Balance Sheet set forth in the Objection Notice which the Buyer Surviving Corporation and the Seller Sellers’ Representative are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. 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 Firm’s determination will be based on such review as the Firm deems necessary to make its determination, and on the definition of the Closing Date Working Capital Amount included herein. The determination of the Accounting Closing Date Working Capital Amount by the Firm shall will be conclusive and binding upon the BuyerSurviving Corporation, the Company Sellers’ Representative and the SellerSellers. The cost Surviving Corporation and the Sellers shall bear the costs and expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy percentage which the portion of the Parties’ positions relative contested amount not awarded to each party bears to the final determination amount actually contested by or on behalf of such party, and the Sellers’ Representative (on behalf of the Sellers) and the Surviving Corporation shall each pay one-half of any retainer required by the Accounting Firm at the initiation of the engagement, such amount to be reallocated and credited or reimbursed by the other party depending on the final award of the contested amount by the Firm. The Closing Date Working Capital Amount, as finally determined pursuant to this Section 1.8(b), is referred to herein as the “Actual Closing Date Working Capital Amount.”

Post-Closing Determination. (a) Within sixty (60) 90 days following after the Closing Date, the Buyer shall cause to be prepared Purchaser and delivered to the Seller its auditors will conduct a statement review (the “Post-"Closing Statement”), which shall include (iReview") a consolidated balance sheet of the Company and its Subsidiaries book value of the Acquired Assets as of the close of business on June 30, 1998 and will prepare and deliver to the Closing Date (Seller a computation of the “Closing Date Balance Sheet”), including amount of the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), book value of the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital Acquired Assets as of the close of business on June 30, 1998 (the Closing Date (as determined pursuant to Section 1.03(b"Draft Balance Sheet"), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements . The Purchaser and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer its auditors will make available to the Seller and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior noticeDraft Balance Sheet. If the Seller disagrees with the computation of the book value of the Acquired Assets reflected on the Draft Balance Sheet, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the Sellermay, within 30 thirty (30) days after receipt of the Post-Closing StatementDraft Balance Sheet, gives deliver a notice (an "Objection Notice") to the Buyer a written notice objecting thereto and specifying Purchaser setting forth the basis for each such objection (Seller's calculation of the only basis for each such objection shall be either that amount of the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining book value of the amounts set forth in Acquired Assets as of the Post-Closing Statement) close of business on June 30, 1998. The Purchaser and the amount in dispute (an “Objection Notice”), such Post-Closing Statement and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer and the Seller. The Seller and the Buyer shall will use reasonable best efforts to resolve any disagreements as to the Post-Closing Statement and computation of the Objection Noticebook value of the Acquired Assets, but if they do not obtain a final resolution within 30 thirty (30) days after the Buyer Purchaser has received the Objection Notice, the Seller Purchaser and the Buyer shall Seller will jointly retain a mutually agreed nationally recognized “big four” an independent accounting firm of recognized national standing (the “Accounting "Firm”") to resolve any remaining disagreements. The Buyer If the Purchaser and the Seller shall are unable to agree on the choice of the Firm, then the Firm will be a "big-six" accounting firm selected by lot (after excluding one firm designated by the Purchaser and one firm designated by the Seller). The Purchaser and the Seller will direct the Accounting Firm to render a determination within 30 days of its retention, retention and the BuyerPurchaser, the Seller Seller, the Stockholder and their respective employees or agents shall will cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may will consider only those items and amounts in the Post-Closing Statement Draft Balance Sheet set forth in the Objection Notice which the Buyer Purchaser and the Seller are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. 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 Firm's determination will be based solely on presentations by the Purchaser and the Seller (i.e., not on independent review), and on the definition of Acquired Assets included herein. The determination of the Accounting Firm shall will be conclusive and binding upon the BuyerPurchaser, the Company Seller and the SellerStockholder. The cost Purchaser and the Seller shall bear the costs and expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy percentage which the portion of the Parties’ positions relative contested amount not awarded to each party bears to the final determination amount actually contested by such party. The book value of the Accounting FirmAcquired Assets, as finally determined pursuant to this Section 2.2(b), is referred to herein as the "Actual Acquired Assets Amount."

Post-Closing Determination. (ai) Within As soon as practicable, but in no event later than ninety (90) days after the Closing Date, Newco shall prepare and deliver to Delta the following (the “Preliminary Adjustment Statement”): (A) the Preliminary Closing Balance Sheet, prepared by Newco in accordance with the Closing Balance Sheet Principles; (B) a certificate of an executive officer of Newco certifying that the Preliminary Closing Balance Sheet has been prepared in accordance with the Closing Balance Sheet Principles; and (C) a reasonably detailed calculation by Newco of Net Working Capital of the DPP Business, the Cash Amount and the Indebtedness Amount, in each case, based on the Preliminary Closing Balance Sheet (the “Closing Adjustment Amounts”). Delta shall, and shall use its reasonable best efforts to, and shall cause the other DPP Share Sellers to use their reasonable best efforts to, cause their respective accountants to, cooperate with and assist Newco in the preparation of the Preliminary Adjustment Statement and the Preliminary Closing Balance Sheet, including by providing reasonable access, during normal business hours and upon reasonable advance notice, to their respective books, records and work papers and making available personnel to the extent reasonably required in connection therewith; provided, however, that the accountants of Delta or any DPP Share Sellers shall not be obliged to make any work papers available to Newco or its Representatives except in accordance with such accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (ii) If Delta disagrees with Newco’s calculation of the Closing Adjustment Amounts or believes the Preliminary Closing Balance Sheet contains errors or was not prepared in accordance with the Closing Balance Sheet Principles, Delta shall promptly, but in no event later than sixty (60) days after receiving the Preliminary Adjustment Statement (the “Review Period”), deliver to Newco written notice describing its dispute by specifying those items or amounts as to which Delta disagrees, together with Delta’s determination of such disputed items and amounts (a “Dispute Notice”). If Delta either gives notice that it agrees with Newco’s calculation of the Closing Adjustment Amounts or confirms that the Preliminary Closing Balance Sheet is accurate and prepared in accordance with the Closing Balance Sheet Principles or fails to deliver a Dispute Notice within the Review Period, the parties agree that the Preliminary Adjustment Statement shall be deemed to set forth the Closing Adjustment Amounts with respect to those items that have been agreed upon or for which Delta shall have failed to deliver a Dispute Notice (and shall constitute the Final Adjustment Amounts) and the Preliminary Closing Balance Sheet shall be deemed to be accurate and prepared in accordance with the Closing Balance Sheet Principles. If Delta delivers a Dispute Notice to Newco within the Review Period, Delta and Newco will use good faith efforts to resolve the dispute during the thirty (30)-day period (the “Resolution Period”) commencing on the date Delta delivers the Dispute Notice to Newco (and all such discussions related thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule and evidence of such discussions shall not be admissible in any future proceedings between the parties). If Newco and Delta are not able to resolve all disputed items within the Resolution Period, then either party shall have the right to submit the items in dispute following the Closing Dateexpiration of the Resolution Period to an internationally recognized independent accounting firm mutually acceptable to the parties (the “Accounting Firm”). The Accounting Firm shall be given reasonable access to all relevant records of the DPP Business to resolve only those matters included in the Dispute Notice and still in dispute at the end of the Resolution Period. Each of Newco and Delta will be afforded an opportunity to present to the Accounting Firm any material relating to the determination of the matters in dispute and to discuss such matters with the Accounting Firm; provided, that copies of any materials provided to the Buyer Accounting Firm shall cause to be prepared and contemporaneously delivered to the Seller other party and the other party or its Representatives shall be given a statement reasonable opportunity to participate in any such discussions with the Accounting Firm. The Accounting Firm shall calculate, based solely on the written submissions of Newco, on the one hand, and Delta, on the other hand, and not by independent investigation, the matters included in the Dispute Notice and still in dispute at the end of the Resolution Period, and shall be instructed that its calculation (A) must be made in accordance with the “Post-standards and definitions in this Agreement (including the Closing Statement”Balance Sheet Principles), which and (B) with respect to each item in dispute, must be within the range of values established for such amount as determined by reference to the value assigned to such amount by Delta in the Dispute Notice and by Newco in the Preliminary Adjustment Statement. The Accounting Firm shall include submit such calculation to Delta and Newco as soon as practicable, but in any event within thirty (i30) a consolidated balance sheet days after all issues in dispute are submitted to the Accounting Firm. The determination by the Accounting Firm of the Company Closing Adjustment Amounts and its Subsidiaries any disputed item in the Preliminary Closing Balance Sheet, as of set forth in a written notice delivered to Newco and Delta by the close of business Accounting Firm in accordance with this Agreement, will be conclusive and binding on the parties. The Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (Adjustment Amounts as determined pursuant after all disputes have been resolved in accordance with this Section 2.3(b)(ii) are referred to Section 1.03(b), herein collectively as the as the “Final Closing Date Cash Adjustment Amounts” and Cash Equivalents”), the Closing Date Indebtedness (individually as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”),” the “Final Net Indebtedness” and the “Final Net Cash,” respectively. (iii) Newco shall pay the fees and expenses of such Accounting Firm. (iv) In connection with Delta’s review of the Preliminary Adjustment Statement, in each caseNewco shall (i) provide reasonable access, during normal business hours and upon reasonable notice, to its employees and all work papers, schedules, memoranda and other documents prepared or reviewed by Newco or any of its employees, accountants or other Representatives during the course of Delta’s review which are relevant to the Preliminary Adjustment Statement (which access shall be provided promptly after request by Delta or its Representatives) and (ii) use its reasonable best efforts to cause Newco’s independent accountant to communicate and cooperate with Delta and its Representatives with respect to such review; provided, however, that the accountants of Newco shall not be obliged to make any work papers available to Delta or its Representatives except in accordance with GAAP applied such accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in a manner consistent with the Financial Statements form and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as substance reasonably acceptable to such accountants. (v) The process set forth in Annex A hereto and in accordance with Section 2.3(b) shall be the definition exclusive remedy of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard the parties for any disputes related to the transaction described herein Closing Adjustment Amounts or the consummation of any financing contemplated herewith and as of the close of business on the Preliminary Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevailBalance Sheet. (b) The Buyer will make available to the Seller and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior notice, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the Seller, within 30 days after receipt of the Post-Closing Statement, gives the Buyer a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) and the amount in dispute (an “Objection Notice”), such Post-Closing Statement and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer and the Seller. The Seller and the Buyer shall use reasonable efforts to resolve any disagreements as to the Post-Closing Statement and the Objection Notice, but if they do not obtain a final resolution within 30 days after the Buyer has received the Objection Notice, the Seller and the Buyer shall jointly retain a mutually agreed nationally recognized “big four” accounting firm (the “Accounting Firm”) to resolve any remaining disagreements. The Buyer and the Seller shall direct the Accounting Firm to render a determination within 30 days of its retention, and the Buyer, the Seller and their respective employees or agents shall cooperate with, and provide reasonable access to all relevant records and work papers to, the Accounting Firm during its engagement. The Accounting Firm may consider only those items and amounts in the Post-Closing Statement set forth in the Objection Notice which the Buyer and the Seller are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. 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 determination of the Accounting Firm shall be conclusive and binding upon the Buyer, the Company and the Seller. The cost of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy of the Parties’ positions relative to the final determination by the Accounting Firm.

Post-Closing Determination. (ai) Within sixty As soon as reasonably practicable, but in no event later than seventy five (6075) days following after the Closing Date, the Buyer Purchasers shall cause deliver to be prepared and delivered to the Seller Agent: (A) a statement (the “Post-Closing Statement”), which shall include (i) a consolidated balance sheet of the Company specified assets and its Subsidiaries as liabilities of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and Sellers as of the close of business on the Closing Date; provided that, prepared using the methodology set forth in Schedule 1.13(a)(i) and, to the extent there are one or more not inconsistent with such methodology, in accordance with GAAP, and containing the line items contained referenced in such Schedule 1.13(a)(i) (the “Closing Statement of Specified Assets and Liabilities”); (B) a statement in the Financial Statements that are not reflected form attached hereto as Schedule 1.13(a)(ii) (the “Closing Statement”), prepared using the methodology set forth in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (bSchedule 1.13(a)(i) The Buyer will make available to the Seller and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior notice, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requestednot inconsistent with such methodology, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the Seller, within 30 days after receipt of the Post-Closing Statement, gives the Buyer a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with GAAP, setting forth Purchasers’ calculation, based on the Closing Statement of Specified Assets and Liabilities, of (1) the actual amount of Accounts Receivable (the “Closing Accounts Receivable Amount”), including therein, without duplication, Purchasers’ calculation of the Reserves Provision and Rebates and Chargebacks Allowance, (2) the actual amount of Inventory, but only counting the Inventory in the Inventory Acknowledgement that meets the conditions set forth in Section 1.03(a7.24 and that does not have an expiration date within three hundred sixty five (365) hereof or that there were mathematical errors calendar days of the Inventory Count (the “Closing Inventory Amount”), (3) the actual amount of Prepaid Assets (the “Closing Prepaid Assets Amount”), (4) the actual amount of Trade Payables (the “Closing Trade Payables Amount”), (5) the actual amount of Accrued Expenses (the “Closing Accrued Expenses Amount”), (6) the aggregate amount of any Indebtedness not included in determining the calculation of the Closing Payment (the “Closing Indebtedness Amount”) and (7) the aggregate amount of Transaction Expenses not included in the calculation of the Closing Payment (the “Closing Transaction Expense Amount”), in each case, calculated as of the close of business on the Closing Date, with reasonable supporting detail, and (C) a calculation of the Closing Aggregate Amount, based on the amounts set forth in the Post-Closing Statement. (ii) If Agent disagrees with the calculation of the Closing Statement of Specified Assets and Liabilities, the Closing Statement, the Closing Accounts Receivable Amount, including the computation of the Reserves Provision and Rebates and Chargebacks Allowance taken into account in determining the Closing Accounts Receivable Amount, the Closing Inventory Amount, the Closing Prepaid Assets Amount, the Closing Trade Payables Amount, the Closing Accrued Expenses Amount, the Closing Indebtedness Amount, the Closing Transaction Expense Amount or the Closing Aggregate Amount (collectively, the “Closing Calculations”), Agent may, within thirty (30) days after receipt of the Closing Statement of Specified Assets and Liabilities and the amount in dispute Closing Statement, deliver a notice (an “Objection Notice”)) to Purchasers setting forth Agent’s objections in reasonable detail, and Agent’s Closing Calculations, or such Post-portion of the Closing Calculations to which Agent objects, as applicable, with reasonable supporting detail; provided, that the nature of the objections shall only be based on mathematical errors or on the Closing Statement and not being calculated in accordance with Section 1.13(b)(i). Any amounts in the Final Purchase Price resulting therefrom Closing Calculations not specifically objected to by Agent in an Objection Notice delivered to Purchasers on or prior to the expiration of the thirty (30) day period referred to above shall be final, conclusive deemed accepted and shall be final and binding upon on Sellers and Agent. If Agent delivers an Objection Notice on or prior to the Buyer expiration of the thirty (30) day period referred to above, Purchasers and the Seller. The Seller and the Buyer Agent shall use reasonable efforts negotiate in good faith to resolve any disagreements as to the Post-Closing Statement and the Objection NoticeCalculations, but if they do not obtain a there is no final resolution with respect to any amounts remaining in dispute (the “Disputed Amounts”) within 30 fifteen (15) days after the Buyer has Purchasers have received the Objection Notice, Purchasers and Agent shall promptly (and in no event more than five (5) days after written request by Purchasers or Agent, as the Seller and the Buyer shall jointly case may be) retain a mutually agreed Mxxxxx LLP or, if that firm is unable or unwilling to so serve, another nationally recognized “big four” recognized, independent accounting firm that is independent of Sellers, Members, Purchasers and Parent and that is reasonably acceptable to Purchasers and Agent (the “Accounting Firm”) ), to resolve any remaining disagreements. disagreements relating only to the Disputed Amounts, which, in the absence of subsequent written agreement by Purchasers and Agent, shall be the exclusive means of resolving such items in dispute. (iii) The Buyer Accounting Firm shall act as an expert (and not as an arbitrator) to determine, based solely on presentations by Purchasers and Agent and the Seller supporting documentation referred to below in this Section 1.13(b)(iii), and not by independent review, only the Disputed Amounts and shall direct be limited to those adjustments, if any, required to be made for the Closing Calculations to comply with the provisions of this Agreement, and shall be instructed to deliver its determination of the Disputed Amounts in writing within thirty (30) days after its engagement. Subject to the foregoing sentence, none of Purchasers, on the one hand, or Agent, on the other hand, or any of their respective Representatives shall have or shall conduct any communication, either written or oral, with the Accounting Firm to render without the other either being present or receiving a determination within 30 days concurrent copy of its retention, and the Buyer, the Seller and their respective employees or agents shall cooperate with, and provide reasonable access to all relevant records and work papers to, the Accounting Firm during its engagementany written communication. The Accounting Firm may consider shall make a determination with respect to the Disputed Amounts only those items and amounts in a manner consistent with this Section 1.13 and the Post-Closing Statement methodology set forth in Schedule 1.13(a)(i) and, to the Objection Notice which the Buyer extent not inconsistent with such methodology, in accordance with GAAP, and the Seller are unable to resolve. The scope of the disputes to be resolved by in no event shall the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. 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 Party or less than the smallest lowest value for such item claimed by either partyParty. The Purchasers and Agent shall use their commercially reasonable efforts to furnish to the Accounting Firm such work papers and other documents and information pertaining to the Disputed Amounts as the Accounting Firm may reasonably request. Absent manifest error, the determination of the Accounting Firm shall be final, conclusive and binding upon the Buyer, the Company and the SellerParties. The cost Parties acknowledge and agree that the Accounting Firm’s written determination may be entered and reduced to judgment in any court of the resolution competent jurisdiction. (iv) The fees, expenses and costs of the disputed items by the Accounting Firm incurred in connection with such dispute, shall be equitably allocated borne by the Parties (or Sellers, in the case of Agent) in proportion to the aggregate amounts by which the sum total of the Disputed Amounts submitted to the Accounting Firm based on the accuracy of the Parties’ positions relative by each such Party (other than any dispute with respect to the final determination by Reserves Provision or the Rebates and Chargebacks Allowance) differed from the Accounting Firm’s final determination of the sum total of the Disputed Amounts. The respective fees and expenses of each Party’s legal, financial and accounting advisors incurred in connection with such dispute shall be borne by each such Party.

Post-Closing Determination. (a) Within sixty (60) 90 days following after the Closing Date, the Buyer and its auditors shall cause to be prepared prepare, and delivered deliver to the Seller a statement (the “Post-Closing Statement”)Representative, which shall include (i) a consolidated balance sheet the Buyer's determinations of the Company and its Subsidiaries as of the close of business on the Closing Date (the “Working Capital, Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b)Closing Indebtedness, the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s 's calculation of Net Working Capital as of the close of business on the Closing Date Actual Purchase Price (as determined pursuant to Section 1.03(b)collectively, the “Final Net Working Capital”"Draft Computation"), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) . The Buyer and its auditors will make available to the Seller Representative and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior noticeDraft Computation. If the Representative disagrees with any aspect of the Draft Computation, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the SellerRepresentative may, within 30 60 days after receipt of the Post-Closing StatementDraft Computation, gives deliver a notice (an "Objection Notice") to the Buyer a written notice objecting thereto and specifying setting forth the basis for each such objection (the only basis for each such objection shall be either that the Post-Representative's determination of Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Working Capital, Closing Statement) Cash and/or Closing Indebtedness and the amount in dispute (an “Objection Notice”), such Post-Closing Statement and Representative's calculation of the Final Actual Purchase Price resulting therefrom shall be final, conclusive and binding upon the Price. The Buyer and the Seller. The Seller and the Buyer Representative shall use reasonable best efforts to resolve any disagreements as to the Post-Closing Statement Draft Computation and the Objection Notice, but if they do not obtain a final resolution within 30 60 days after the Buyer has received the Objection Notice, the Seller Buyer and the Buyer Representative shall jointly retain a mutually agreed nationally recognized “big four” an independent accounting firm of recognized national standing (the “Accounting "Firm”") to resolve any remaining disagreements. If the Buyer and the Representative are unable to agree on the choice of the Firm, then the Firm shall be a "big-five" accounting firm (or a successor) selected by lot (after excluding one firm designated by the Buyer and one firm designated by the Representative). The Buyer and the Seller Representative shall direct the Accounting Firm to render a determination within 30 days of after its retention, retention and the Buyer, the Seller Representative and their respective employees or agents shall cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may consider only those items and amounts in the Post-Closing Statement set forth in the Draft Computation or Objection Notice which the Buyer and the Seller Representative are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. 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 Firm's determination shall be based solely on written submissions by the Buyer and the Representative (i.e., not on independent review) and on the definitions included herein. The determination of the Accounting Firm shall be conclusive and binding upon each of the Buyer, the Company parties hereto. The Buyer and the Seller. The cost Sellers shall bear the costs and expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy percentage which the portion of the Parties’ positions relative contested amount not awarded to each party bears to the final determination amount actually contested by the Accounting Firmsuch party.

Post-Closing Determination. (a) Within sixty (60) 90 days following after the Closing -------------------------- Date, the Buyer shall cause to be prepared Purchaser and delivered to the Seller its auditors will conduct a statement review (the “Post-"Closing Statement”), which shall include (i------- Review") a consolidated balance sheet of the Company and its Subsidiaries Net Assets as of the close of business on the day before the ------ Closing Date (and will prepare and deliver to the “Closing Date Balance Sheet”), including Seller a computation of the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), amount of the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital Assets as of the close of business on the day before the Closing Date (as determined pursuant to Section 1.03(bthe "Draft Balance Sheet"), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements . The Purchaser and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer its auditors will ------------------- make available to the Seller and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior noticeDraft Balance Sheet. If the Seller disagrees with the computation of the Net Assets reflected on the Draft Balance Sheet, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the Sellermay, within 30 thirty (30) days after receipt of the Post-Draft Balance Sheet, deliver a notice (an "Objection Notice") to the Purchaser setting forth the Seller's ---------------- calculation of the amount of the Net Assets as of the close of business on the day before the Closing Statement, gives the Buyer a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) Date. The Purchaser and the amount in dispute (an “Objection Notice”), such Post-Closing Statement and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer and the Seller. The Seller and the Buyer shall will use reasonable best efforts to resolve any disagreements as to the Post-Closing Statement and computation of the Objection NoticeNet Assets, but if they do not obtain a final resolution within 30 thirty (30) days after the Buyer Purchaser has received the Objection Notice, the Seller Purchaser and the Buyer shall Seller will jointly retain a mutually agreed nationally recognized “big four” an independent accounting firm of recognized national or regional standing (the “Accounting "Firm”") to resolve any remaining disagreements. The Buyer If the ---- Purchaser and the Seller shall are unable to agree on the choice of the Firm, then the Firm will be a "big-six" accounting firm selected by lot (after excluding one firm designated by the Purchaser and one firm designated by the Seller). The Purchaser and the Seller will direct the Accounting Firm to render a determination within 30 days of its retention, retention and the BuyerPurchaser, the Seller Seller, the Stockholders and their respective employees or agents shall will cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may will consider only those items and amounts in the Post-Closing Statement Draft Balance Sheet set forth in the Objection Notice which the Buyer Purchaser and the Seller are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included herein. 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 Firm's determination will be based solely on presentations by the Purchaser and the Seller (i.e., not on independent review), and on the definition of Net Assets included herein. The determination of the Accounting Firm shall will be conclusive and binding upon the BuyerPurchaser, the Company Seller and the SellerStockholders. The cost Purchaser and the Seller shall bear the costs and expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy percentage which the portion of the Parties’ positions relative contested amount not awarded to each party bears to the final determination amount actually contested by such party. The amount of the Accounting FirmNet Assets, as finally determined pursuant to this Section 2.2(b), is referred to herein as the "Actual Net Assets." -----------------

Post-Closing Determination. (a1) Within No later than sixty (60) days following the Closing DateClosing, the Buyer shall cause deliver to be prepared and delivered to the Seller Sellers a statement (the “Post-Closing Statement”), which shall include (i) a consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the schedule setting forth Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date (Purchase Price Adjustment, as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with Section 1.5(a) (the Financial Statements “Purchase Price Adjustment Schedule”) and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard shall deliver to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer will make available to the Seller and its auditors and representatives Sellers all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior notice, the Seller Purchase Price Adjustment Schedule. Sellers and their representatives shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, have access to the extent that any working papers or similar documents prepared by accountants books and records of the Buyer are requested, Company in order to review the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such informationPurchase Price Adjustment Schedule. (c2) Unless If Sellers disagree with the Sellercomputation of the Purchase Price Adjustment shown on the Purchase Price Adjustment Schedule, Sellers may, within 30 thirty (30) days after receipt of the Post-Closing StatementPurchase Price Adjustment Schedule, gives the Buyer deliver a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) and the amount in dispute (an “Objection Notice”), such Post-Closing Statement and ) to Buyer setting forth Sellers’ calculation of the Final Purchase Price resulting therefrom Adjustment. If Sellers do not deliver an Objection Notice within such thirty (30) day period, then the Purchase Price Adjustment shall be final, conclusive and binding upon deemed finally determined to be as set forth on the Purchase Price Adjustment Schedule. (3) Buyer and the Seller. The Seller and the Buyer shall Sellers will use commercially reasonable efforts to resolve any disagreements as to the Post-Closing Statement and computation of the Purchase Price Adjustment set forth in the Objection Notice, if any, but if they do not obtain a final resolution within 30 fifteen (15) days after the Buyer has received the Objection NoticeNotice (or such longer period to which Buyer and Sellers may agree in writing), the Seller Buyer and the Buyer shall Sellers will jointly retain a mutually agreed nationally recognized “big four” accounting firm Xxxxx Xxxxxxx LLP (the “Accounting Firm”) to resolve any remaining disagreements. The Buyer and the Seller shall Sellers will direct the Accounting Firm to render a determination within 30 sixty (60) days of after its retention, retention and the Buyer, the Seller Sellers and their respective employees or agents shall will cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may will consider only those items and amounts in the Post-Closing Statement Purchase Price Adjustment Schedule set forth in the Objection Notice which the Buyer and the Seller Sellers are unable to resolve. The scope Buyer, on the one hand, and Sellers, on the other hand, shall each make written submissions to the Firm promptly (and in any event within fifteen (15) days after the Firm’s engagement), which submissions shall contain such Party’s computation of the disputes Purchase Price Adjustment and information, arguments and support for such Party’s position, as such Party may elect to offer. The Firm’s determination will be resolved by based on the Accounting Firm is limited to whether terms and conditions of this Agreement, including the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts definitions set forth in the Post-Closing Statement, Appendix A and the Accounting Firm is not to make any other determinationmethodology set forth in Schedule 1.5(a). The Accounting Firm’s determination Firm shall be based solely on written review such submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included hereinshall perform such procedures as it deems appropriate in making its determination. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest highest value for such item claimed by either party Party or less than the smallest lowest value for such item claimed by either partyParty. The determination of the Accounting Firm shall will be conclusive and binding upon the Buyerupon, and non-appealable by, the Company Parties. Buyer shall bear the costs and the Seller. The cost expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy percentage of the Parties’ positions relative contested amount awarded to Sellers. Likewise, Sellers shall bear the final determination by costs and expenses of the Accounting FirmFirm based on the percentage of the contested amount awarded to Buyer.

Post-Closing Determination. (a) Within sixty (60) 60 days following after the Closing Date, the Buyer shall cause to be prepared Purchaser and delivered to the Seller its auditors will conduct a statement review (the “Post-"Closing Statement”), which shall include Review") of (i) a consolidated balance sheet of the Company Sprintank Inventory Amount, (ii) the Sprintank Prepaid Expenses Amount and its Subsidiaries (iii) the Sprintank Fixed Asset Amount, each as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), day before the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”)Date, and will prepare and deliver to the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation Seller a computation of Net Working Capital such amounts as of the close of business on the day before the Closing Date (as determined pursuant to Section 1.03(bthe "Draft Computation"), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements . The Purchaser and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer its auditors will make available to give the Seller and its auditors an opportunity to observe the Closing Review and representatives will make available to such Persons all records and work papers used in preparing the Post-Closing Statement andDraft Computation. If the Seller disagrees with the computation of the Sprintank Inventory Amount, upon reasonable prior noticeSprintank Prepaid Expenses Amount and Sprintank Fixed Asset Amount reflected on the Draft Computation, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the Sellermay, within 30 thirty (30) days after receipt of the Post-Closing StatementDraft Computation, gives deliver a notice (an "Objection Notice") to the Buyer a written notice objecting thereto and specifying Purchaser setting forth the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining Seller's calculation of the amounts set forth in of the Post-Sprintank Inventory Amount, Sprintank Prepaid Expenses Amount and Sprintank Fixed Asset Amount as of the close of business on the day before the Closing Statement) Date. The Purchaser and the amount in dispute (an “Objection Notice”), such Post-Closing Statement and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer and the Seller. The Seller and the Buyer shall will use reasonable efforts to resolve any disagreements as to the Post-Closing Statement computation of the Sprintank Inventory Amount, Sprintank Prepaid Expenses Amount and the Objection NoticeSprintank Fixed Asset Amount, but if they do not obtain a final resolution within 30 days after the Buyer Purchaser has received the Objection Notice, the Seller Purchaser and the Buyer shall Seller will jointly retain a mutually agreed nationally recognized “big four” an independent accounting firm of recognized national standing (the “Accounting "Firm”") to resolve any remaining disagreements. The Buyer If the Purchaser and the Seller shall are unable to agree on the choice of the Firm, the Firm will be a "big- six" accounting firm selected by lot (after excluding one firm designated by each of the Purchaser and the Seller). The Purchaser and the Seller will direct the Accounting Firm to render a determination within 30 fifteen (15) days of its retention, retention and the BuyerPurchaser, the Seller and their respective employees or agents shall will cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may will consider only those items and amounts in the Post-Closing Statement Draft Computation set forth in the Objection Notice which the Buyer Purchaser and the Seller are unable to resolve. The scope of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statement, and the Accounting Firm is not to make any other determination. The Accounting Firm’s 's determination shall will be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions of Sprintank Inventory Amount, Sprintank Prepaid Expenses Amount and Sprintank Fixed Asset Amount included herein. 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 determination of the Accounting Firm shall will be conclusive and binding upon the Buyer, the Company Purchaser and the Seller. The cost parties shall bear the costs and expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy percentage which the portion of the Parties’ positions relative contested amount not awarded to each party bears to the final determination amount actually contested by such party. The amount of the Accounting FirmSprintank Inventory Amount, as finally determined pursuant to this Section 2.3(a), is referred to herein as the "Actual Sprintank Inventory Amount." The amount of the Sprintank Prepaid Expenses Amount, as finally determined pursuant to this Section 2.3(a), is referred to herein as the "Actual Sprintank Prepaid Expenses Amount." The amount of the Sprintank Fixed Asset Amount, as finally determined pursuant to this Section 2.3(a), is referred to herein as the "Actual Sprintank Fixed Asset Amount."

Post-Closing Determination. Within thirty (a) Within sixty (6030) days following after the Closing Date, the Buyer shall cause to be prepared prepare and delivered deliver to the Seller a statement (setting forth the “Post-Closing Statement”), which shall include (i) a consolidated balance sheet of the Company and its Subsidiaries Net Working Capital as of the close open of business on the Closing Date (the “"Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as Statement"). During the period of any dispute with respect to the application of this Section 3.3, the Buyer shall provide the Seller full access to the books, records, facilities and employees of the close Business, and shall cooperate with the Seller to the extent reasonably requested by the Seller to investigate the basis for such dispute. Not later than thirty (30) calendar days after receipt of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth hereinStatement, without regard the Seller shall provide the Buyer with a list of those items, if any, to which the Seller takes exception and the Seller's proposed adjustment (the "Proposed Adjustments"). If the Seller fails to deliver to the transaction described herein or Buyer the consummation of any financing contemplated herewith and as Proposed Adjustments within thirty (30) calendar days following receipt of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer will make available to the Seller and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior noticeCapital Statement, the Seller shall be entitled deemed to discuss such records and work papers with have accepted the Closing Net Working Capital Statement for the purposes of any Purchase Price adjustment under Section 3.3(c) hereof. If the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, does not give the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. notice of objections within thirty (c30) Unless the Seller, within 30 calendar days after following receipt of the Post-Closing StatementProposed Adjustments, gives the Buyer a written notice objecting thereto and specifying the basis for each such objection (the only basis for each such objection shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) and the amount in dispute (an “Objection Notice”), such Post-Closing Statement and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer and the Seller. The Seller and the Buyer shall use reasonable efforts be deemed to resolve have accepted the Proposed Adjustments for the purposes of any disagreements as Purchase Price adjustment under Section 3.3(c) hereof. If the Buyer gives the Seller notice of objections to the Post-Closing Statement and the Objection Notice, but if they do not obtain a final resolution within 30 days after the Buyer has received the Objection Notice, the Seller and the Buyer shall jointly retain a mutually agreed nationally recognized “big four” accounting firm (the “Accounting Firm”) to resolve any remaining disagreements. The Buyer and the Seller shall direct the Accounting Firm to render a determination within 30 days of its retentionProposed Adjustments, and the Buyer, the Seller and their respective employees or agents shall cooperate with, and provide reasonable access to all relevant records and work papers to, the Accounting Firm during its engagement. The Accounting Firm may consider only those items and amounts in the Post-Closing Statement set forth in the Objection Notice which if the Buyer and the Seller are unable to resolve. The scope unable, within fifteen (15) calendar days after receipt by the Seller of the disputes to be resolved notice by the Accounting Firm is limited Buyer of objections, to whether resolve the Post-Closing Statement was prepared in accordance disputed exceptions, such disputed exceptions, together with Section 1.03(a) hereof a written summary of the present dispute and whether there were mathematical errors in determining a good faith proposal as to what the amounts set forth in the Post-Closing Statementfinal determination should be, and the Accounting Firm is not will be referred to make any other determination. The Accounting Firm’s determination shall be based solely on written submissions by a nationally recognized firm of independent certified public accountants mutually acceptable to the Buyer and the Seller (i.e., not on the basis of an independent review"Independent Accounting Firm") and on the definitions included hereinwithin thirty (30) days thereafter. In resolving any disputed item, the The Independent Accounting Firm may not assign shall, within sixty (60) days following its selection, deliver to the Buyer and the Seller a value to any item greater than the greatest value for written report determining such item claimed by either party or less than the smallest value for such item claimed by either party. The determination of the Accounting Firm shall disputed exceptions, and its determinations will be conclusive and binding upon the Buyerparties thereto for the purposes of any Purchase Price adjustment under Section 3.3(c) hereof. To the extent appropriate, the Company and the Seller. The cost determinations of the resolution of the disputed items by the Independent Accounting Firm shall be equitably allocated made and articulated in accordance with GAAP consistently applied with the Seller's past practices. The fees and disbursements of the Independent Accounting Firm shall be shared equally by the Accounting Firm based on Buyer and the accuracy of the Parties’ positions relative to the final determination by the Accounting FirmSeller.

Post-Closing Determination. (a) Within sixty (60) 90 days following after the Closing Date, the Buyer shall cause to be prepared and delivered to the Seller a statement (the “Post-Closing Statement”), which shall include (i) a consolidated balance sheet of the Company and its Subsidiaries as auditors will conduct a review (the "Closing Review") of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b)Amount, the “Final Closing Date Cash and Cash Equivalents”)Indebtedness Amount, the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of Amount and the close of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements Capital Expenditures Amount and utilizing the same methodologies, practices will prepare and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard deliver to the transaction described herein or Existing Stockholder a computation of such amounts (the consummation of any financing contemplated herewith "Draft Computations"). The Company and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer its auditors will make available to the Seller Existing Stockholder and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior noticeDraft Computations. If the Existing Stockholder disagrees with the computation of the Cash Amount, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requestedIndebtedness Amount, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless Net Working Capital Amount or the SellerCapital Expenditures Amount reflected in the Draft Computations, the Existing Stockholder may, within 30 days after receipt of the Post-Closing StatementDraft Computations, gives deliver a notice (an "Objection Notice") to the Buyer a written notice objecting thereto and specifying Company setting forth the basis for each such objection (Existing Stockholder's calculation of the only basis for each such objection shall be either that Cash Amount, the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining Indebtedness Amount, the amounts set forth in the Post-Closing Statement) Net Working Capital Amount and the amount in dispute (an “Objection Notice”), such Post-Closing Statement Capital Expenditures Amount. The Company and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon the Buyer and the Seller. The Seller and the Buyer shall Existing Stockholder will use reasonable best efforts to resolve any disagreements as to the Post-Closing Statement computation of the Cash Amount, the Indebtedness Amount, the Net Working Capital Amount and the Objection NoticeCapital Expenditures Amount, but if they do not obtain a final resolution within 30 days after the Buyer Company has received the Objection Notice, the Seller Company and the Buyer shall Existing Stockholder will jointly retain a mutually agreed nationally recognized “big four” an independent accounting firm of recognized national standing (the “Accounting "Firm”") to resolve any remaining disagreements. The Buyer If the Company and the Seller shall Existing Stockholder are unable to agree on the choice of the Firm, then the Firm will be a "big-five" accounting firm (or a successor) selected by lot (after excluding one firm designated by the Company and one firm designated by the Existing Stockholder). The Company and the Existing Stockholder will direct the Accounting Firm to render a determination within 30 days of its retention, retention and the BuyerCompany, the Seller Existing Stockholder, and their respective employees or agents shall will cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may will consider only those items and amounts in the Post-Closing Statement Draft Computations set forth in the Objection Notice which the Buyer Company and the Seller Existing Stockholder are unable to resolve. The scope Company and the Existing Stockholder shall each submit a binder to the Firm promptly (and in any event within 20 days after the Firm's engagement), which binder shall contain such Party's computation of the disputes to be resolved by Cash Amount, the Accounting Firm is limited to whether Indebtedness Amount, the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof Net Working Capital Amount and whether there were mathematical errors in determining the amounts set forth in the Post-Closing StatementCapital Expenditures Amount and information, arguments, and the Accounting Firm is not to make any other determinationsupport for such Party's position. The Accounting Firm’s Firm shall review such binders and base its determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included hereinthem. 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 Firm's determination will be based on the definition of the Cash Amount, the Indebtedness Amount, the Net Working Capital Amount and the Capital Expenditures Amount included herein. The determination of the Accounting Firm shall will be conclusive and binding upon the BuyerParties. The Existing Stockholder shall bear a percentage of the costs and expenses of the Firm equal to the difference between the aggregate amount contested by the Existing Stockholder as set forth on the Objection Notice and amounts actually paid to (or by) the Existing Stockholder with respect to contested items, as a percentage of the aggregate amount so contested. The Company shall bear the remainder of such costs and expenses. The Cash Amount, the Company and Indebtedness Amount, the Seller. The cost of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy of the Parties’ positions relative to the final determination by the Accounting Firm.Net Working Capital

Post-Closing Determination. (a) Within sixty (60) No later than 90 days following after the Closing Date, the Buyer shall cause Purchaser's independent auditors, PricewaterhouseCoopers, will prepare and deliver to be prepared and delivered to the Seller a statement Closing Date balance sheet reflecting the assets and liabilities of the Division transferred to and assumed by Purchaser and its Affiliates and reflecting the Net Asset Value of the Division (the “Post-Closing Statement”), which shall include (i) a consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date (the “"Draft Closing Date Balance Sheet”"), including . If Seller disagrees with the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), calculation of the “Final Net Asset Value of the Division reflected on the Draft Closing Date Cash and Cash Equivalents”)Balance Sheet, the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer will make available to the Seller and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior notice, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the Sellermay, within 30 days after receipt of the Post-Draft Closing StatementDate Balance Sheet, gives deliver a notice (an "Objection Notice") to Purchaser setting forth any such disagreement. If Seller does not deliver an Objection Notice within such 30 day period, then the Buyer a written notice objecting thereto and specifying Net Asset Value set forth on the basis for each such objection (the only basis for each such objection Draft Closing Date Balance Sheet shall be either that the Post-Closing Statement was not prepared in accordance with Section 1.03(a) hereof or that there were mathematical errors in determining the amounts set forth in the Post-Closing Statement) deemed final and the amount in dispute (an “Objection Notice”), such Post-Closing Statement and the Final Purchase Price resulting therefrom shall be final, conclusive and binding upon on each of the Buyer parties. Purchaser and the Seller. The Seller and the Buyer shall will use commercially reasonable efforts to resolve any disagreements as to the Post-Closing Statement and calculation of the Objection NoticeNet Asset Value of the Division, but if they do not obtain a final resolution within 30 no later than 45 days after the Buyer has received Purchaser's receipt of the Objection Notice, the Purchaser and Seller will mutually agree upon and the Buyer shall jointly retain a mutually agreed nationally recognized “big four” accounting firm either KPMG Peat Marwick or Deloitte & Touche (the “Accounting "Firm”") to resolve any remaining disagreements. The Buyer If Purchaser and Seller are unable to agree on the choice of the Firm, then one of the two aforementioned accounting firms will be selected by lot. Purchaser and Seller shall will direct the Accounting Firm to render a determination within 30 days of its retentionretention and Purchaser, and the Buyer, the Seller and their respective employees or agents shall will cooperate with, and provide reasonable access to all relevant records and work papers to, with the Accounting Firm during its engagement. The Accounting Firm may will consider only those items and amounts in with respect to the Post-Draft Closing Statement Date Balance Sheet set forth in the Objection Notice which the Buyer Purchaser and the Seller are unable to resolve. The scope Purchaser and Seller shall each make written submissions to the Firm promptly (and in any event no later than 15 days after the Firm's engagement), which submissions shall contain such party's computation of the disputes to be resolved by the Accounting Firm is limited to whether the Post-Closing Statement was prepared in accordance with Section 1.03(a) hereof Net Asset Value and whether there were mathematical errors in determining the amounts set forth in the Post-Closing Statementinformation, arguments, and the Accounting Firm is not to make any other determinationsupport for such party's position. The Accounting Firm’s Firm shall review such submissions and base its determination shall be based solely on written submissions by the Buyer and the Seller (i.e., not on the basis of an independent review) and on the definitions included hereinsuch submissions. 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 Firm's determination will be based on the definition of the Net Asset Value included herein. The determination of the Accounting Firm shall will be conclusive and binding upon the Buyer, the Company Purchaser and the Seller. The cost Purchaser and Seller shall each bear the costs and expenses of the resolution of the disputed items by the Accounting Firm shall be equitably allocated by the Accounting Firm based on the accuracy percentage which the portion of the Parties’ positions relative contested amount not awarded to each party bears to the amount actually contested by such party (e.g., if Purchaser makes a claim for $1,000 and Seller only contests $500 of the amount claimed by Purchaser, and if the Firm resolves the dispute by awarding Purchaser $300 of the $500 contested, then the Firm's costs and expenses will be allocated 60% to Seller and 40% to Purchaser). The Net Asset Value as finally determined pursuant to this Section 1.4(b) is referred herein as the "Actual Net Asset Value" and the final determination by balance sheet on which it is reflected as the Accounting Firm"Closing Date Balance Sheet."